BY DOWNLOADING, INSTALLING OR RUNNING THE MPEGTV PLAYER 1.0 SOFTWARE
YOU ARE CONSENTING TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE
TO ALL OF THE TERMS OF THIS AGREEMENT, YOU MUST REMOVE THE SOFTWARE
FROM YOUR COMPUTER AND RETURN THE PRODUCT TO THE PLACE OF PURCHASE
FOR A FULL REFUND.

MPEGTV PLAYER 1.0 END USER LICENSE AGREEMENT
REDISTRIBUTION NOT PERMITTED

This Agreement has 3 parts.  Part I applies if you have not purchased
a license to the accompanying software (the "Software").  Part II
applies if you have purchased a license to the Software.  Part III
applies to all license grants.  If you initially acquired a copy of
the Software without purchasing a license and you wish to purchase a
license, contact MpegTV LLC ("MpegTV") on the Internet at
http://www.mpegtv.com.

PART I -- TERMS APPLICABLE WHEN LICENSE FEES NOT (YET) PAID (LIMITED
TO EVALUATION, EDUCATIONAL AND NON-PROFIT USE) GRANT.

MpegTV grants you a non-exclusive license to use the Software free
of charge if (a) you are a student, faculty member or staff member of
an educational institution (K-12, junior college, college or library),
a staff member of a religious organization, or an employee of an 
organization which meets MpegTV's criteria for a charitable 
non-profit organization; or (b) your use of the Software is for the
purpose of evaluating whether to purchase an ongoing license to the
Software.  The evaluation period for use by or on behalf of a
commercial entity is limited to 90 days; evaluation use by others is
not subject to this 90 day limit.  Government agencies (other than
public libraries) are not considered educational, religious, or
charitable non-profit organizations for purposes of this Agreement. If
you are using the Software free of charge, you are not entitled to
hard-copy documentation, support or telephone assistance.  If you fit
within the description above, you may use the Software in the manner
described in Part III below under "Scope of Grant."

DISCLAIMER OF WARRANTY.

Free of charge Software is provided on an "AS IS" basis, without
warranty of any kind, including without limitation the warranties of
merchantability, fitness for a particular purpose and
non-infringement. The entire risk as to the quality and performance of
the Software is borne by you.  Should the Software prove defective,
you and not MpegTV assume the entire cost of any service and
repair. In addition, the security mechanisms implemented by MpegTV
software have inherent limitations, and you must determine that the
Software sufficiently meets your requirements. This disclaimer of
warranty constitutes an essential part of the agreement. SOME
JURISDICTIONS DO NOT ALLOW EXCLUSIONS OF AN IMPLIED WARRANTY, SO THIS
DISCLAIMER MAY NOT APPLY TO YOU AND YOU MAY HAVE OTHER LEGAL RIGHTS
THAT VARY BY JURISDICTION.

PART II -- TERMS APPLICABLE WHEN LICENSE FEES PAID

GRANT. Subject to payment of applicable license fees, MpegTV grants
to you a non-exclusive license to use the Software and accompanying
documentation ("Documentation") in the manner described in Part III
below under "Scope of Grant."

LIMITED WARRANTY.

MpegTV warrants that for a period of ninety (90) days from the date
of acquisition, the Software, if operated as directed, will
substantially achieve the functionality described in the
Documentation. MpegTV does not warrant, however, that your use of
the Software will be uninterrupted or that the operation of the
Software will be error-free or secure. In addition, the security
mechanisms implemented by MpegTV software have inherent limitations,
and you must determine that the Software sufficiently meets your
requirements.  MpegTV also warrants that the media containing the
Software, if provided by MpegTV, is free from defects in material
and workmanship and will so remain for ninety (90) days from the date
you acquired the Software. MpegTV's sole liability for any breach of
this warranty shall be, in MpegTV's sole discretion: (i) to replace
your defective media; or (ii) to advise you how to achieve
substantially the same functionality with the Software as described in
the Documentation through a procedure different from that set forth in
the Documentation; or (iii) if the above remedies are impracticable,
to refund the license fee you paid for the Software. Repaired,
corrected, or replaced Software and Documentation shall be covered by
this limited warranty for the period remaining under the warranty that
covered the original Software, or if longer, for thirty (30) days
after the date (a) of shipment to you of the repaired or replaced
Software, or (b) MpegTV advised you how to operate the Software so
as to achieve the functionality described in the Documentation. Only
if you inform MpegTV of your problem with the Software during the
applicable warranty period and provide evidence of the date you
purchased a license to the Software will MpegTV be obligated to
honor this warranty. MpegTV will use reasonable commercial efforts
to repair, replace, advise or, for individual consumers, refund
pursuant to the foregoing warranty within 30 days of being so
notified.

THIS IS A LIMITED WARRANTY AND IT IS THE ONLY WARRANTY MADE BY
MPEGTV. MPEGTV MAKES NO OTHER EXPRESS WARRANTY AND NO WARRANTY OF
NONINFRINGEMENT OF THIRD PARTIES' RIGHTS. THE DURATION OF IMPLIED
WARRANTIES, INCLUDING WITHOUT LIMITATION, WARRANTIES OF
MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE, IS LIMITED TO
THE ABOVE LIMITED WARRANTY PERIOD; SOME JURISDICTIONS DO NOT ALLOW
LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO LIMITATIONS MAY
NOT APPLY TO YOU. NO MPEGTV DEALER, AGENT, OR EMPLOYEE IS AUTHORIZED
TO MAKE ANY MODIFICATIONS, EXTENSIONS, OR ADDITIONS TO THIS
WARRANTY. If any modifications are made to the Software by you during
the warranty period; if the media is subjected to accident, abuse, or
improper use; or if you violate the terms of this Agreement, then this
warranty shall immediately be terminated. This warranty shall not
apply if the Software is used on or in conjunction with hardware or
software other than the unmodified version of hardware and software
with which the software was designed to be used as described in the
Documentation.  THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU
MAY HAVE OTHER LEGAL RIGHTS THAT VARY BY JURISDICTION.

PART III -- TERMS APPLICABLE TO ALL LICENSE GRANTS

SCOPE OF GRANT.

You may:
* use the Software on any single computer;
* use the Software on a network, provided that each person accessing
  the Software through the network must have a copy licensed to that
  person;
* use the Software on a second computer so long as only one copy is
  used at a time;
* copy the Software for archival purposes, provided any copy 
  must contain all of the original Software's proprietary notices; or
* if you have purchased licenses for N copies, make up to N copies
  of the Software, provided any copy must contain all of the original
  Software's proprietary notices.  The number of copies is the total
  number of copies that may be made for all platforms.

You may not:
* permit other individuals to use the Software except under the terms
  listed above;
* permit concurrent use of the Software;
* modify, translate, reverse engineer, decompile, disassemble
  (except to the extent applicable laws specifically prohibit such
  restriction), or create derivative works based on the Software;
* copy the Software other than as specified above;
* rent, lease, grant a security interest in, or otherwise transfer
  rights to the Software; or
* remove any proprietary notices or labels on the Software.

TITLE AND INTELLECTUAL PROPERTY RIGHTS.

Title, ownership rights, and intellectual property rights in the
Software shall remain in MpegTV and/or its suppliers. The Software
is protected by the copyright laws and treaties.  MpegTV does not
represent or warrant that the Software is free of infringement
of any third-party patents. Commercial implementations of MPEG-1
decoders are subject to royalty fees to patent holders.  Many of
these patents are general enough such that they are unavoidable
regardless of implementation design, and some may apply to software
implementations.

You shall indemnify MpegTV against claims, proceedings and
expenses arising from infringements occasioned by your
use of the Software, in conjunction with other apparatus
or software not supplied by MpegTV.


CONTENT ACCESSED THROUGH SOFTWARE.

Title and related rights in video, audio, and other content accessed
through the Software is the property of the applicable content
owner and may be protected by applicable law.  This License gives
you no rights to such content, and MpegTV disclaims any liability
for misuse of content.

TERMINATION.

The license will terminate automatically if you fail to comply with
the limitations described herein.  On termination, you must destroy
all copies of the Software and Documentation.

EXPORT CONTROLS.

None of the Software or underlying information or technology may be
downloaded or otherwise exported or reexported (i) into (or to a
national or resident of) Cuba, Iraq, Libya, Yugoslavia, 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.

In addition, if the licensed Software is identified as a
not-for-export product (for example, on the box, media or in the
installation process), then the following applies: EXCEPT FOR EXPORT
TO CANADA FOR USE IN CANADA BY CANADIAN CITIZENS, THE SOFTWARE AND ANY
UNDERLYING TECHNOLOGY MAY NOT BE EXPORTED OUTSIDE THE UNITED STATES OR
TO ANY FOREIGN ENTITY OR "FOREIGN PERSON" AS DEFINED BY
U.S. GOVERNMENT REGULATIONS, INCLUDING WITHOUT LIMITATION, ANYONE WHO
IS NOT A CITIZEN, NATIONAL OR LAWFUL PERMANENT RESIDENT OF THE UNITED
STATES.  BY DOWNLOADING OR USING THE SOFTWARE, YOU ARE AGREEING TO THE
FOREGOING AND YOU ARE WARRANTING THAT YOU ARE NOT A "FOREIGN PERSON"
OR UNDER THE CONTROL OF A FOREIGN PERSON.

LIMITATION OF LIABILITY.

UNDER NO CIRCUMSTANCES AND IN NO EVENT AND UNDER NO LEGAL THEORY,
TORT, CONTRACT, OR OTHERWISE, SHALL MPEGTV OR ITS SUPPLIERS OR
RESELLERS OR MANUFACTURERS OR SUBCONTRACTORS BE HELD RESPONSIBLE
OR LIABLE FOR ANY LOST REVENUES, LOST PROFITS, LOST DATA, OR
OTHER SPECIAL, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGE OR FOR
LOSS, DAMAGE OR EXPENSE DIRECTLY OR INDIRECTLY ARISING OUT OF THE
PERFORMANCE OF THE AGREEMENT OR FROM YOUR OR ANY OTHER PARTY'S
USE OF OR INABILITY TO USE THE SOFTWARE EITHER SEPARATELY OR IN
COMBINATION WITH OTHER EQUIPMENT OR FOR COMMERCIAL LOSS OF ANY
KIND, EVEN IF MPEGTV OR ITS SUPPLIERS ARE ADVISED IN ADVANCE OF THE
POSSIBILITY OF SUCH DAMAGES, NOR SHALL MPEGTV OR ITS SUPPLIERS BE
HELD LIABLE FOR ANY AMOUNT IN EXCESS OF THE AMOUNT ACTUALLY PAID BY
YOU TO MPEGTV UNDER THIS AGREEMENT.  MPEGTV AND ITS SUPPLIERS SHALL
NOT BE HELD TO ANY LIABILITY WITH RESPECT TO ANY CLAIM BY A THIRD
PARTY ON ACCOUNT OF OR ARISING FROM THE USE OF OR THE INABILITY
TO USE THE SOFTWARE.  YOU ASSUME ALL RISKS AND LIABILITY FOR LOSS,
DAMAGE OR INJURY TO YOU OR TO YOUR OR OTHERS PROPERTY ARISING OUT
OF USE OR POSSESSION OF THE SOFTWARE.  THIS PARAGRAPH SHALL SURVIVE
FAILURE OF AN EXCLUSIVE REMEDY.

HIGH RISK ACTIVITIES.

The Software is not fault-tolerant and is not designed, manufactured
or intended for use or resale as on-line control equipment in
hazardous 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 the Software could lead directly to
death, personal injury, or severe physical or environmental damage
("High Risk Activities").  MpegTV and its suppliers specifically
disclaim any express or implied warranty of fitness for High Risk
Activities.
  
MISCELLANEOUS.

If the copy of the Software you received was accompanied by a printed
or other form of "hard-copy" End User License Agreement whose terms
vary from this Agreement, then the hard-copy End User License
Agreement governs your use of the Software.  This Agreement represents
the complete agreement concerning this license and may amended only by
a writing executed by both parties. THE ACCEPTANCE OF ANY PURCHASE
ORDER PLACED BY YOU IS EXPRESSLY MADE CONDITIONAL ON YOUR ASSENT TO
THE TERMS SET FORTH HEREIN, AND NOT THOSE IN YOUR PURCHASE ORDER. If
any provision of this Agreement is held to be unenforceable, such
provision shall be reformed only to the extent necessary to make it
enforceable.  This Agreement shall be governed by California law
(except for conflict of law provisions). The application the United
Nations Convention of Contracts for the International Sale of Goods is
expressly excluded.

U.S. GOVERNMENT RESTRICTED RIGHTS.  Use, duplication or disclosure by
the Government is subject to restrictions set forth in subparagraphs
(a) through (d) of the Commercial Computer-Restricted Rights clause at
FAR 52.227-19 when applicable, or in subparagraph (c)(1)(ii) of the
Rights in Technical Data and Computer Software clause at DFARS
252.227-7013, or at 252.211-7015, or to MpegTV's standard commercial
license, as applicable, and in similar clauses in the NASA FAR
Supplement. Contractor/manufacturer is MpegTV LLC, 90 Divisadero Str
#15, San Francisco CA 94117 USA.
