LICENSE AGREEMENT FOR E-MU SYSTEMS SOFTWARE

NOTICE TO THE USER: PLEASE READ THE FOLLOWING AGREEMENT CAREFULLY. SELECTING 
THE "ACCEPT" BUTTON AT THE BOTTOM OF THE AGREEMENT AND INSTALLING THE E-MU 
SOFTWARE CONSTITUTES YOUR ACCEPTANCE OF THESE TERMS. IF YOU DO NOT AGREE WITH 
THE TERMS OF THIS AGREEMENT, CANCEL BY SELECTING THE "DON'T ACCEPT" BUTTON AND 
YOU WILL BE UNABLE TO INSTALL THE E-MU SOFTWARE.

1. GRANT OF LICENSE.

E-Mu Systems, Inc. ("E-Mu") grants to you a limited, non-exclusive, 
non-transferable, royalty-free license to use one copy of the executable code 
of the E-Mu Software ("Software") on a single CPU residing on your premisis. 
Recipient shall not rent, lease, sell, sublicense, assign, or otherwise 
transfer the Software, including any accompanying printed materials.

2. REVERSE ENGINEERING.

Recipient may not reverse engineer, decompile or otherwise disassemble the 
Software except to the extent that this restriction is expressly prohibited by 
law.

3. COPYRIGHT.

You acknowledge that title and full ownership rights to the Software will 
remain the exclusive property of E-mu or its suppliers, and you will not 
acquire any rights to the Software except as expressly set forth above.

4. SOFTWARE MAINTENANCE.  

E-mu is not obligated to provide Recipient with Software maintenance or 
updates. However, any maintenance or updates provided by E-mu shall be covered 
by this Agreement.

5. DISCLAIMER OF WARRANTY. 

THIS SOFTWARE IS LICENSED "AS IS" WITHOUT WARRANTY OF ANY KIND. E-MU EXPRESSLY 
DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING 
BUT NOT WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF INFRINGEMENT OF THIRD 
PARTY RIGHTS. YOU ASSUME THE ENTIRE RISK AS TO QUALITY AND PERFORMANCE OF THE 
SOFTWARE. SHOULD THE SOFTWARE PROVE DEFECTIVE, YOU, AND NOT E-MU ASSUME THE 
ENTIRE COST OF ALL NECESSARY REPAIR AND ANY OTHER COSTS, DAMAGES OR LIABILITIES 
RELATED THERETO. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, 
LIMITATION ON HOW LONG AN IMPLIED WARRANTY LASTS, OR THE EXCLUSION OR 
LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SUCH LIMITATIONS OR 
EXCLUSIONS MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS 
AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE.  

6. EXPORT.

You may not download or otherwise export or re-export the Software or any 
underlying information or technology except in full compliance with all United 
States and other applicable laws and regulations.  In particular, but not 
without limitation, none of the Software or underlying information or 
technology may be downloaded or otherwise exported or re-exported (i) into (or 
to a national or resident of) Cuba, Iraq, North Korea, Iran, Syria or any 
other country to which the U.S. has embargoed goods; or (ii) to anyone on the 
U.S. Treasury Department's list of Specially Designated Nationals or the U.S. 
Commerce Department's Table of Denial Orders. By downloading or using the 
Software, you are agreeing to the foregoing and you are representing and 
warranting that you are not located in, under the control of, or a national or 
resident of any such country or on any such list. You agree to indemnify and 
hold E-Mu harmless from and agains any and all liability arising from or 
relating to your breach of this Section 6.

7. SEVERABILITY.

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 of this Agreement.

8. NO LIABILITY FOR CONSEQUENTIAL DAMAGES.

IN NO EVENT SHALL E-MU OR ITS SUPPLIERS BE LIABLE TO YOU FOR ANY INCIDENTAL, 
INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT 
LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, OR 
LOSS OF BUSINESS INFORMATION, ARISING OUT OF THIS AGREEMENT OR USE OR INABILITY 
TO USE THE SOFTWARE, EVEN IF E-MU HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH 
DAMAGES.

9.   GOVERNING LAW; ATTORNEYS FEES. 

This Agreement shall be governed by the laws of the State of California without 
regard to conflict of laws principles. The United Nations Convention on 
Contracts for the International Sale of Goods is specifically disclaimed. The 
prevailing party shall be entitled to recover its reasonable attorneys' fees 
in the event of a dispute arising out of or relating to this Agreement.

10.   ENTIRE AGREEMENT. 

You agree that this is the entire agreement between you and E-Mu with respect 
to the use of the Software which supersedes any prior agreement, whether 
written or oral, and all other communications between the parties relating to 
the subject matter of this Agreement.

