PCnet FAMILY DRIVER SOFTWARE LICENSE AGREEMENT

IMPORTANT: This is a legal agreement between you (either an individual or an 
entity) (hereinafter "LICENSEE") and Advanced Micro Devices, Inc. (hereinafter 
"AMD").  By loading, installing, copying or otherwise using this software or any 
portion thereof, you agree to be bound by all of the terms of this Agreement.  Do not 
load this software until you have carefully read and agreed to the following terms 
and conditions.  If you do not agree to the terms of this agreement, you may not  
install, use, or copy this software or any portion thereof.

1.	Grant of License.  AMD grants LICENSEE a limited, personal, non-exclusive, 
nontransferable, royalty-free copyright license: (1) to use, execute, perform and copy the 
Software only to incorporate the software program, documentation and materials obtained 
by LICENSEE ("Software") into products incorporating the AMD Products, (2) to use, 
execute, perform and copy the Software and to prepare Derivative Works of the Software 
only in order to incorporate the corresponding Software based on Derivative Works into 
products incorporating the AMD Products, and, (3) to distribute, directly or indirectly, 
copies by sale or lease, or to otherwise transfer possession of media containing copies of 
the Software based on Derivative Works only in conjunction with products incorporating 
the AMD Products. 

2.	Definitions.
a.	"Derivative Works" shall mean a work which is based on one or more 
preexisting works, such as a revision, modification, translation, abridgment, 
condensation, expansion, collection, compilation or any other form in which such 
preexisting work may be recast, transformed or adapted.

b.	"AMD Products" means any integrated circuit devices that are 
manufactured and sold by Advanced Micro Devices that contain Ethernet cores.

3.	Ownership and Copyright of Software:  Title to the Software and all copies 
thereof remains with AMD or its suppliers.  The Software is copyrighted and is protected 
by United States copyright laws and international treaty provisions.  LICENSEE shall not 
remove or destroy any copyright notices, proprietary markings or confidential legends 
placed upon, contained within or associated with the Software.  LICENSEE agrees to 
prevent any unauthorized copying of the Software.  Except as expressly provided herein, 
AMD does not grant any express or implied right to LICENSEE under AMD patents, 
copyrights, trademarks, or trade secret information.

4.	Warranty Disclaimer.  
a.	The Software is provided to LICENSEE on an "AS IS" basis, without 
warranty of any kind.  AMD HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES 
OR CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT 
LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR 
FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES THAT MAY 
ARISE FROM USAGE OF TRADE OR COURSE OF DEALING.  AMD MAKES NO 
WARRANTIES AND EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF 
TITLE OR NON-INFRINGEMENT.  

b.	AMD does not warrant, guarantee, or make any representations as to the 
correctness, accuracy, or reliability of the Software.  AMD does not warrant that 
operation of the Software will be uninterrupted or error-free.  LICENSEE IS SOLELY 
RESPONSIBLE FOR DETERMINING THE APPROPRIATENESS OF USING THE 
SOFTWARE AND ASSUMES ALL RISKS ASSOCIATED WITH THE USE OF THE 
SOFTWARE, INCLUDING, BUT NOT LIMITED TO, THE RISKS OF PROGRAM 
ERRORS, DAMAGE TO OR LOSS OF DATA, PROGRAMS, OR EQUIPMENT, AND 
UNAVAILABILITY OR INTERRUPTION OF OPERATIONS. AMD may make 
changes to the Software or to any products described therein at any time without notice. 
Some jurisdictions do not allow for the exclusion or limitation of implied warranties, so 
the above limitations or exclusions may not apply to LICENSEE.
	
5.	Exclusions.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE 
LAW, IN NO EVENT SHALL AMD AND ITS DIRECTORS, OFFICERS, 
EMPLOYEES, AND AGENTS BE LIABLE FOR ANY DAMAGES, INCLUDING, 
BUT NOT LIMITED TO, ANY DIRECT, INDIRECT, INCIDENTAL, EXEMPLARY, 
SPECIAL, OR CONSEQUENTIAL DAMAGES, EXPENSES, LOST PROFITS, LOST 
SAVINGS, BUSINESS INTERRUPTION, LOST BUSINESS INFORMATION, OR 
ANY OTHER DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE 
THE SOFTWARE, EVEN IF AMD HAS BEEN ADVISED OF THE POSSIBILITY OF 
SUCH DAMAGES.  By using the Software without charge, LICENSEE accepts this 
allocation of risk.  Some states or jurisdictions do not allow the exclusion or limitation of 
incidental, consequential or special damages, or the exclusion of implied warranties and, 
therefore, the above limitations might not apply to LICENSEE.

6.	Limitation of Liability. AMD shall have no liability arising from or by virtue of 
this Agreement, whether due to AMD's gross negligence, AMD's breach of its 
obligations under this Agreement, or otherwise.  This limitation of liability is complete 
and exclusive, shall apply even if AMD has been advised of the possibility of such 
potential claims, losses, or damages, and shall apply regardless of the success or 
effectiveness of any other remedies possessed by LICENSEE or any third parties.  This 
limitation of liability reflects an agreed upon allocation of risk between AMD and 
LICENSEE in view of the nature of this transaction.

7.	Government Users.  If LICENSEE is a U.S. Government user, then the Software 
is provided with "RESTRICTED RIGHTS" as set forth in subparagraphs (c)(1) and (2) of 
the Commercial Computer Software-Restricted Rights clause at FAR 52.227-19 or 
subparagraph (c) (1)(ii) of the Rights in Technical Data and Computer Software clause at 
DFARS 252.277-7013, as applicable.
 
8.	Support.  AMD is under no obligation to assist in the use of this Software, to 
provide support for the Software, or to provide maintenance, correction, modification, 
enhancement, or upgrades to the Software.  AMD may provide such support, 
maintenance, correction, modification, enhancement or upgrades in a media determined 
by AMD and AMD shall have no obligation to notify LICENSEE thereof.  Additionally, 
such support, maintenance, correction, modification, enhancement, or upgrades shall be 
considered part of the Software, and shall be subject to this Agreement. 

9.	Termination of License.  This Agreement will terminate immediately without 
notice from AMD or judicial resolution if LICENSEE fails to comply with any provision 
of this Agreement.  Upon termination of this Agreement, LICENSEE must delete or 
destroy all copies of the Software and documentation.

10.	Governing Law.  Any claim arising under or related to this Agreement shall be 
governed by, construed in accordance with, and subject to the laws of California, without 
regard to conflicts of laws and  principles. The parties agree to jurisdiction in the state and 
federal courts of Santa Clara county and the Northern District of California.

11.	Export Assurances.  LICENSEE agrees and certifies that neither the Software, nor 
any direct product thereof will be exported, directly or indirectly, into any country 
prohibited by the United States Export Administration Act and the regulations thereunder 
without the required authorization from the United States government nor will it be used 
for any purpose prohibited by the same.

12.	Severability.  Should any term of this Agreement be declared void or 
unenforceable by any court of competent jurisdiction, such declaration shall have no 
effect on the remaining terms hereof.

13.	No Waiver.  The failure of either party to enforce any rights granted hereunder or 
to take action against the other party in the event of any breach hereunder shall not be 
deemed a waiver by that party as to subsequent enforcement of rights or subsequent 
actions in the event of future breaches.

14.	Entire Agreement.  This Agreement constitutes the entire Agreement and 
understanding between the parties with respect to the subject matter hereof and merges 
and supersedes all prior agreements, understandings and representations.