LICENSE AGREEMENT: TERMS AND CONDITIONS OF USE

IMPORTANT NOTICE.  THIS LICENSE AGREEMENT IS A LEGAL AGREEMENT BETWEEN YOU
(EITHER AN INDIVIDUAL OR A SINGLE ENTITY) AND EM Photonics, Inc OR ANY
SUBSIDIARY, AND ITS SUPPLIERS ("EMP"). BY INSTALLING OR USING THIS SOFTWARE IN
ANY WAY YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO THE TERMS
OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT INSTALL OR USE
THIS SOFTWARE IN ANY WAY AND DELETE THE SOFTWARE FOR YOUR COMPUTER IMMEDIATELY.

LICENSE GRANT.  EMP grants you a non-exclusive license to use this software,
and any associated documentation ("Software") as indicated herein.  The
Software is in "use" on a computer when it has been loaded into temporary
memory (i.e. RAM) or installed into permanent memory (e.g.  hard disk or other
storage device) of that computer.

OTHER RESTRICTIONS.  You shall not: (a) remove any product identification,
copyright notices, or other notices or proprietary restrictions from this
Software; (b) sell, lease, rent, transfer, copy or distribute this Software;
(c) cause or permit reverse engineering, disassembly, decompilation or
alteration of this Software except and only to the extent that such activity is
expressly permitted by applicable law notwithstanding this limitation; (d)
integrate any functionality in another software distribution that makes use of,
or attempts to make use of, any of the facilities that are provided by this
software distribution package without the express permission of EMP.

COPYRIGHT/OWNERSHIP.  This Software is licensed and not sold.  This Software
and its source code are proprietary products of EMP and are protected by
copyright and other intellectual property laws. You acquire only the right to
use the Software and do not acquire any rights, express or implied, in the
Software or media containing the Software other than those specified in this
License.  EMP shall at all times retain all rights, title, interest, including
intellectual property rights, in the Software and media.

TERM.  This License is effective until terminated.  You may terminate it at any
time by destroying the Software, together with all copies thereof. This license
will also terminate if you fail to comply with any term or condition of this
Agreement.  Upon such termination, you agree to destroy the Software, together
with all copies thereof.

TRADEMARKS.  EMP, and other names of EMP and EMP products referred to herein
are trademarks or registered trademarks of EMP in the United States and other
countries.  All other brands and product names are trademarks of their
respective holders.

DISCLAIMER OF WARRANTIES. THIS SOFTWARE IS DISTRIBUTED 'AS IS' AND YOU, ITS
USER, ASSUME ALL RISKS WHEN INSTALLING OR USING IT.  TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW, EMP DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED,
BY OPERATION OF LAW OR OTHERWISE.  EMP DISCLAIMS THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. EMP DOES NOT WARRANT THAT
THE SOFTWARE IS NON-INFRINGING, THAT IT WILL MEET YOUR REQUIREMENTS OR THAT ITS
OPERATION WILL BE UNINTERRUPTED, ERROR-FREE OR VIRUS-FREE. 
 
LIMITATION OF LIABILITY. IN NO EVENT SHALL EMP BE LIABLE FOR ANY DAMAGES OF ANY
KIND INCLUDING DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES
(WHICH SHALL INCLUDE WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS OR
PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER
PECUNIARY LOSS) WHETHER BASED ON CONTRACT, TORT OR OTHER LEGAL THEORY, ARISING
OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF EMP HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
 
MISCELLANEOUS.  In the event of invalidity of any provision of this Agreement,
the parties agree that such invalidity shall not affect the validity of the
remaining portions.  The Agreement is governed by the laws of the United States
of America.