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             CREATIVE END-USER SOFTWARE LICENSE AGREEMENT
                        Version 2.2, July 1999
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PLEASE READ THIS DOCUMENT CAREFULLY BEFORE USING THE SOFTWARE.  
BY USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THE TERMS OF 
THIS AGREEMENT.  IF YOU DO NOT AGREE TO THE TERMS OF THE 
AGREEMENT, DO NOT OPEN THE SEALED DISK PACKAGE, INSTALL OR USE 
THE SOFTWARE.  PROMPTLY RETURN, WITHIN 15 DAYS, THE SOFTWARE, 
ALL RELATED DOCUMENTATION AND ACCOMPANYING ITEMS TO THE PLACE 
OF ACQUISITION FOR A FULL REFUND.

This is a legal agreement between you and Creative Technology 
Ltd. and its subsidiaries ("Creative").  This Agreement states 
the terms and conditions upon which Creative offers to license 
the software sealed in the disk package together with all related 
documentation and accompanying items including, but not limited 
to, the executable programs, drivers, libraries and data files 
associated with such programs (collectively, the "Software").

LICENSE
1.  Grant of License.
    The Software is licensed, not sold, to you for use only under 
    the terms of this Agreement.  You own the disk or other media 
    on which the Software is originally or subsequently recorded 
    or fixed; but, as between you and Creative (and, to the extent 
    applicable, its licensors), Creative retains all title to and 
    ownership of the Software and reserves all rights not expressly 
    granted to you.

2.  For Use on a Single Computer.
    The Software may be used only on a single computer by a single
    user at any time.  You may transfer the machine-readable portion 
    of the Software from one computer to another computer, provided 
    that 
    (a) the Software (including any portion or copy thereof) is 
        erased from the first computer and 
    (b) there is no possibility that the Software will be used on 
        more than one computer at a time.

3.  Stand-Alone Basis.
    You may use the Software only on a stand-alone basis, such that 
    the Software and the functions it provides are accessible only 
    to persons who are physically present at the location of the 
    computer on which the Software is loaded.  You may not allow 
    the Software or its functions to be accessed remotely, or 
    transmit all or any portion of the Software through any network 
    or communication line.

4.  Copyright. 
    The Software is owned by Creative and/or its licensees, and is 
    protected by United States copyright laws and international 
    treaty provisions. You may not remove the copyright notice from 
    any copy of the Software or any copy of the written materials, 
    if any, accompanying the Software.

5.  One Archival Copy.
    You may make one (1) archival copy of the machine-readable 
    portion of the Software for backup purposes only in support of 
    your use of the Software on a single computer, provided that 
    you reproduce on the copy all copyright and other proprietary 
    rights notices included on the originals of the Software.

6.  No Merger or Integration.
    You may not merge any portion of the Software into, or 
    integrate any portion of the Software with, any other program, 
    except to the extent expressly permitted by the laws of the 
    jurisdiction where you are located.  Any portion of the 
    Software merged into or integrated with another program, if any, 
    will continue to be subject to the terms and conditions of this 
    Agreement, and you must reproduce on the merged or integrated 
    portion all copyright and other proprietary rights notices 
    included in the originals of the Software.

7.  Network Version.
    If you have purchased a "network" version of the Software, this 
    Agreement applies to the installation of the Software on a 
    single "file server".  It may not be copied onto multiple 
    systems.  Each "node" connected to the "file server" must also 
    have its own license of a "node copy" of the Software, which 
    becomes a license only for that specific "node".

8.  Transfer of License.
    You may transfer your license of the Software, provided that 
    (a) you transfer all portions of the Software or copies thereof, 
    (b) you do not retain any portion of the Software or any copy 
        thereof, and 
    (c) the transferee reads and agrees to be bound by the terms and
        conditions of this Agreement.

9.  Limitations on Using, Copying, and Modifying the Software.
    Except to the extent expressly permitted by this Agreement or 
    by the laws of the jurisdiction where you acquired the Software, 
    you may not use, copy or modify the Software.  Nor may you 
    sub-license any of your rights under this Agreement.  You may use 
    the Software for your personal use only, and not for public 
    performance or for the creation of publicly displayed videotapes.

10. Decompiling, Disassembling, or Reverse Engineering.
    You acknowledge that the Software contains trade secrets and 
    other proprietary information of Creative and its licensors.  
    Except to the extent expressly permitted by this Agreement or by 
    the laws of the jurisdiction where you are located, you may not 
    decompile, disassemble or otherwise reverse engineer the 
    Software, or engage in any other activities to obtain underlying 
    information that is not visible to the user in connection with 
    normal use of the Software.  

    In particular, you agree not for any purpose to transmit the 
    Software or display the Software's object code on any computer 
    screen or to make any hardcopy memory dumps of the Software's 
    object code.  If you believe you require information related to 
    the interoperability of the Software with other programs, you 
    shall not decompile or disassemble the Software to obtain such 
    information, and you agree to request such information from 
    Creative at the address listed below.  Upon receiving such a 
    request, Creative shall determine whether you require such
    information for a legitimate purpose and, if so, Creative will
    provide such information to you within a reasonable time and on
    reasonable conditions.

    In any event, you will notify Creative of any information derived 
    from reverse engineering or such other activities, and the results 
    thereof will constitute the confidential information of Creative 
    that may be used only in connection with the Software.

TERMINATION
The license granted to you is effective until terminated.  You may 
terminate it at any time by returning the Software (including any 
portions or copies thereof) to Creative.  The license will also 
terminate automatically without any notice from Creative if you fail 
to comply with any term or condition of this Agreement.  You agree 
upon such termination to return the Software (including any portions 
or copies thereof) to Creative.  Upon termination, Creative may also 
enforce any rights provided by law.  The provisions of this 
Agreement that protect the proprietary rights of Creative will 
continue in force after termination.

LIMITED WARRANTY
Creative warrants, as the sole warranty, that the disks on which the 
Software is furnished will be free of defects, as set forth in the 
Warranty Card or printed manual included with the Software.  No 
distributor, dealer or any other entity or person is authorized to 
expand or alter this warranty or any other provisions of this 
Agreement.  Any representation, other than the warranties set forth 
in this Agreement, will not bind Creative.

Creative does not warrant that the functions contained in the 
Software will meet your requirements or that the operation of the 
Software will be uninterrupted, error-free or free from malicious 
code. For purposes of this paragraph, "malicious code" means any 
program code designed to contaminate other computer programs or 
computer data, consume computer resources, modify, destroy, record, 
or transmit data, or in some other fashion usurp the normal operation 
of the computer, computer system, or computer network, including 
viruses, Trojan horses, droppers, worms, logic bombs, and the like. 
EXCEPT AS STATED ABOVE IN THIS AGREEMENT, THE SOFTWARE IS PROVIDED 
AS-IS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, 
INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF 
MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE.  CREATIVE IS 
NOT OBLIGATED TO PROVIDE ANY UPDATES, UPGRADES OR TECHNICAL 
SUPPORT FOR THE SOFTWARE.  

Further, Creative shall not be liable for the accuracy of any 
information provided by Creative or third-party technical support 
personnel, or any damages caused, either directly or indirectly, by 
acts taken or omissions made by you as a result of such technical 
support. 

You assume full responsibility for the selection of the Software to 
achieve your intended results, and for the installation, use and 
results obtained from the Software.  You also assume the entire 
risk as it applies to the quality and performance of the Software.  
Should the Software prove defective, you (and not Creative, or its 
distributors or dealers) assume the entire cost of all necessary 
servicing, repair or correction.

This warranty gives you specific legal rights, and you may also 
have other rights which vary from country/state to country/state.  
Some countries/states do not allow the exclusion of implied 
warranties, so the above exclusion may not apply to you.  Creative 
disclaims all warranties of any kind if the Software was 
customized, repackaged or altered in any way by any third party 
other than Creative.

LIMITATION OF REMEDIES AND DAMAGES
THE ONLY REMEDY FOR BREACH OF WARRANTY WILL BE THAT SET FORTH
IN THE WARRANTY CARD OR PRINTED MANUAL INCLUDED WITH THE SOFTWARE. 
IN NO EVENT WILL CREATIVE OR ITS LICENSORS BE LIABLE FOR ANY 
INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR FOR ANY
LOST PROFITS, LOST SAVINGS, LOST REVENUES OR LOST DATA ARISING
FROM OR RELATING TO THE SOFTWARE OR THIS AGREEMENT, EVEN IF 
CREATIVE OR ITS LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES.  IN NO EVENT WILL CREATIVE'S LIABILITY OR DAMAGES TO
YOU OR ANY OTHER PERSON EVER EXCEED THE AMOUNT PAID BY YOU TO USE
THE SOFTWARE, REGARDLESS OF THE FORM OF THE CLAIM.  Some 
countries/states 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.

PRODUCT RETURNS
If you must ship the software to Creative or an authorized Creative 
distributor or dealer, you must prepay shipping and either insure 
the software or assume all risk of loss or damage in transit.

U.S. GOVERNMENT RESTRICTED RIGHTS
All Software and related documentation are provided with restricted 
rights.  Use, duplication or disclosure by the U.S. Government is 
subject to restrictions as set forth in subdivision (b)(3)(ii) of 
the Rights in Technical Data and Computer Software Clause at 
252.227-7013.  If you are sub-licensing or using the Software 
outside of the United States, you will comply with the applicable 
local laws of your country, U.S. export control law, and the 
English version of this Agreement.

CONTRACTOR/MANUFACTURER
The Contractor/Manufacturer for the Software is:
	Creative Technology Ltd
	31, International Business Park
	Creative Resource
	Singapore 609921

GENERAL
This Agreement is binding on you as well as your employees, 
employers, contractors and agents, and on any successors and 
assignees.  Neither the Software nor any information derived 
therefrom may be exported except in accordance with the laws of 
the U.S. or other applicable provisions.  This Agreement is 
governed by the laws of the State of California (except to the 
extent federal law governs copyrights and federally registered 
trademarks). This Agreement is the entire agreement between us 
and supersedes any other understandings or agreements, including, 
but not limited to, advertising, with respect to the Software.  
If any provision of this Agreement is deemed invalid or 
unenforceable by any country or government agency having 
jurisdiction, that particular provision will be deemed modified 
to the extent necessary to make the provision valid and 
enforceable, and the remaining provisions will remain in full 
force and effect.  

For questions concerning this Agreement, please contact Creative 
at the address stated above.  For questions on product or 
technical matters, contact the Creative technical support center 
nearest you.

SPECIAL PROVISIONS APPLICABLE TO THE EUROPEAN UNION
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If you acquired the Software in the European Union (EU), the 
following provisions also apply to you. If there is any 
inconsistency between the terms of the Software License Agreement 
set out earlier and the following provisions, the following 
provisions shall take precedence.

Decompilation:
You agree not for any purpose to transmit the Software or display 
the Software's object code on any computer screen or to make any 
hard copy memory dumps of the Software's object code. If you 
believe you require information related to the interoperability 
of the Software with other programs, you shall not decompile or 
disassemble the Software to obtain such information, and you agree 
to request such information from Creative at the address listed 
earlier. Upon receiving such a request, Creative shall determine 
whether you require such information for a legitimate purpose and, 
if so, Creative will provide such information to you within a 
reasonable time and on reasonable conditions.

Limited Warranty:
EXCEPT AS STATED EARLIER IN THIS AGREEMENT, AND AS PROVIDED 
UNDER THE HEADING "STATUTORY RIGHTS", THE SOFTWARE IS PROVIDED 
AS-IS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, 
INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OR 
CONDITIONS OF MERCHANTABILITY, QUALITY AND FITNESS FOR A 
PARTICULAR PURPOSE.

Limitation of Remedy and Damages:
THE LIMITATIONS OF REMEDIES AND DAMAGES IN THE SOFTWARE LICENSE 
AGREEMENT SHALL NOT APPLY TO PERSONAL INJURY (INCLUDING DEATH) 
TO ANY PERSON CAUSED BY CREATIVE’S NEGLIGENCE AND ARE SUBJECT TO 
THE PROVISION SET OUT UNDER THE HEADING "STATUTORY RIGHTS".

Statutory rights:
Irish law provides that certain conditions and warranties may be 
implied in contracts for the sale of goods and in contracts for 
the supply of services. Such conditions and warranties are hereby 
excluded, to the extent such exclusion, in the context of this 
transaction, is lawful under Irish law. Conversely, such conditions 
and warranties, insofar as they may not be lawfully excluded, shall 
apply. Accordingly nothing in this Agreement shall prejudice any 
rights that you may enjoy by virtue of Sections 12, 13, 14 or 15 of 
the Irish Sale of Goods Act 1893 (as amended).

General:
This Agreement is governed by the laws of the Republic of Ireland. 
The local language version of this agreement shall apply to Software 
acquired in the EU. This Agreement is the entire agreement between 
us and you agree that Creative will not have any liability for any 
untrue statement or representation made by it, its agents or anyone 
else (whether innocently or negligently) upon which you relied upon 
entering this Agreement, unless such untrue statement or 
representation was made fraudulently.

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