LICENSE AGREEMENT

PLEASE READ THIS LICENSE CAREFULLY BEFORE USING THE SOFTWARE. BY INSTALLING OR USING THE SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS LICENSE.

PLEASE NOTE THAT USE OR DISTRIBUTION OF THE SOFTWARE WITH A MICROSOFT OPERATING SYSTEM MAY REQUIRE ADDITIONAL LICENSES FROM MICROSOFT AND SAGER MIDERN COMPUTER, INC. ACCEPTS NO RESPONSIBILITY OR LIABILITY FOR YOUR FAILURE TO OBTAIN SUCH LICENSES, IF REQUIRED.

1. License. The software accompanying this License (hereinafter "Software"), regardless of the media on which it is distributed, are licensed to you by Sager Midern Computer, Inc. ("SAGER") for use solely in conjunction with SAGER Notebook computers purchased with the Software ("SAGER Hardware"). You own the medium on which the Software is recorded, but SAGER and SAGER's Licensors (referred to collectively as "SAGER") retain title to the Software and related documentation. You may:

a) load the Software into SAGER Hardware;

b) use the Software solely in conjunction with a single SAGER Hardware;

c) make one copy of the Software in machine-readable form for backup purposes only. You must reproduce on such copy SAGER's copyright notice and any other proprietary legends that were on the original copy of the Software;

d) transfer all your license rights in the Software provided you must also transfer a copy of this License, the backup copy of the Software, the SAGER Hardware and the related documentation and provided the other party reads and agrees to accept the terms and conditions of this License. Upon such transfer your license is then terminated.

2. Restrictions. The Software contains copyrighted and patented material, trade secrets and other proprietary material. In order to protect them, and except as permitted by applicable legislation, you may not:

a) decompile, reverse engineer, disassemble or otherwise reduce the Software to a human-perceivable form;

b) modify, network, rent, lend, loan, distribute or create derivative works based upon the Software in whole or in part; or

c) electronically transmit the Software from one computer to another or over a network or otherwise transfer the Software except as permitted by this License.

3. Termination. This License is effective until terminated. You may terminate this License at any time by destroying the Software, related documentation and all copies thereof. This License will terminate immediately without notice from SAGER if you fail to comply with any provision of this License. Upon termination you must destroy the Software, related documentation and all copies thereof.

4. No Other License. No rights or licenses are granted by SAGER under this License, expressly or by implication, with respect to any proprietary information or patent, copyright, trade secret or other intellectual property right owned or controlled by SAGER, except as expressly provided in this License.

5. Disclaimer of Warranty on Software. You expressly acknowledge and agree that use of the Software is at your sole risk. The Software and related documentation are provided "AS IS" and without warranty of any kind and SAGER EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SAGER DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE WILL BE CORRECTED. THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE SOFTWARE IS ASSUMED BY YOU. FURTHERMORE, SAGER DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SOFTWARE OR RELATED DOCUMENTATION IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, CURRENT NESS, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY SAGER OR SAGER'S AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. SHOULD THE SOFTWARE PROVE DEFECTIVE, YOU (AND NOT SAGER OR SAGER'S AUTHORIZED REPRESENTATIVE) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

6. Limitation of Liability. UNDER NO CIRCUMSTANCES INCLUDING NEGLIGENCE, SHALL SAGER, OR ITS DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS, BE LIABLE TO YOU FOR ANY INCIDENTAL, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, AND THE LIKE) ARISING OUT OF THE USE, MISUSE OR INABILITY TO USE THE SOFTWARE OR RELATED DOCUMENTATION, BREACH OR DEFAULT, INCLUDING THOSE ARISING FROM INFRINGEMENT OR ALLEGED INFRINGEMENT OF ANY PATENT, TRADEMARK, COPYRIGHT OR OTHER INTELLECTUAL PROPERTY RIGHT, BY SAGER, EVEN IF SAGER OR SAGER'S AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. SAGER will not be liable for loss of, or damage to, your records or data.

7. Controlling Law and Sever ability. This entire Agreement including the above disclaimer shall be construed, interpreted and governed by the laws of the State of California.

8. Complete Agreement. This License constitutes the entire agreement between the parties with respect to the use of the Software and the related documentation, and supersedes all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. No amendment to or modification of this License will be binding unless in writing and signed by a duly authorized representative of SAGER.