IMPORTANT: By opening this package or installing, distributing or using the Software, you agree to the terms of this Agreement. Do not open this package until you have carefully read and agreed to the following terms and conditions. If you do not agree to the terms of this Agreement, promptly return the unopened package.

Please Also Note:

- If you are an OEM, the complete LICENSE AGREEMENT applies

- If you are an End-User, Exhibit A, the INTEL LICENSE AGREEMENT, applies

Subject to the terms of this Agreement, Intel grants You the right to copy and distribute the enclosed software ("Software"):

1.1 LIMITED COPYRIGHT LICENSE: Subject to the terms of this Agreement, Intel grants to You a nonexclusive, nontransferable, worldwide, fully paid-up license under Intel copyrights to:

a) reproduce Software internally for Your own development and maintenance purposes; and

b) reproduce and distribute Software to Your end-users, but only under a license agreement with terms at least as restrictive as those contained in Intel's End-User License Agreement, attached as Exhibit A; and

c) modify, copy and distribute the end-user documentation which may accompany the Software.

1.2 You shall not otherwise assign, sublicense, lease, or in any other way transfer or disclose Software to any third party.

1.3 You shall not reverse- compile, disassemble or otherwise reverse-engineer the Software.

1.4 If You are not the final manufacturer or vendor of a computer system incorporating the Software, then You may transfer a copy of the Software (and related end-user documentation) to Your recipient for use in accordance with the terms of this Agreement, provided such recipient agrees to be bound by the terms hereof.

1.5 Except as stated in this Section 1, no license or right is granted to You directly or by implication, estoppel or otherwise.

2. ADDITIONAL CONDITIONS

2.1 Software and all copies of each are and will remain the property of Intel or its suppliers. You will reproduce and include all copyright, proprietary information notices, or other notices appearing on Software on all copies.

2.2 If You distribute Software to the U.S. Government or contractor, You must include the following legend on the distributed copies):

"Use, duplication, and disclosure by the Government is subject to restrictions set forth in FAR 52.227-14, DFARS 252.227-7013 or their successors."

3. CONFIDENTIALITY

3.1 If You wish to have a third party consultant or subcontractor ("Contractor") perform work which involves access to Software, You shall obtain a written confidentiality agreement from the Contractor which contains terms and obligations with respect to Software no less restrictive than those set forth in this Agreement and excluding any distribution rights.

3.2 You may not disclose the terms or existence of this Agreement or use Intel's name in any publications, advertisements, or other announcements without Intel's prior written consent. You do not have any rights to use Intel's trademarks.

4. AUDIT RIGHTS

Intel shall have the right to inspect or have an independent auditor inspect Your relevant records to verify Your compliance with the terms and conditions of this Agreement.

5. LIMITED WARRANTY AND DISCLAIMERS

5.1 IF THE MEDIUM ON WHICH THE SOFTWARE IS PROVIDED IS FOUND TO BE DEFECTIVE WITHIN NINETY (90) DAYS OF INTEL'S DELIVERY, INTEL WILL REPLACE IT.

5.2 EXCEPT FOR SECTION 5.1 ABOVE, INTEL MAKES NO WARRANTY OF ANY KIND REGARDING THE SOFTWARE. THE SOFTWARE IS LICENSED TO YOU ON AN "AS IS" BASIS AND INTEL WILL NOT PROVIDE ANY SUPPORT, ASSISTANCE, INSTALLATION, TRAINING OR OTHER SERVICES. INTEL WILL NOT PROVIDE ANY UPDATES, ENHANCEMENTS OR EXTENSIONS. INTEL SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY,

NON- INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.

5.3 NO LIABILITY: INTEL SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGE OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF USE, OR LOSS OF DATA, ARISING UNDER THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

5.4 NO INDEMNIFICATION. The Software is provided "AS IS", and Intel   specifically disclaims any warranty or representation that use of the Software will not infringe any intellectual property rights of any third party.

6. TERM AND TERMINATION

6.1 You may terminate this Agreement and the license granted herein at any time by notifying Intel in writing. If You fail to abide by the material provisions of this Agreement, Intel may immediately terminate this Agreement by written notice to You. Intel's right to terminate is in addition to any other rights Intel may have.

6.2 If this Agreement is terminated for any reason, You will cease distribution of Software copies and within thirty (30) days following termination, either return to Intel or destroy all copies of Software and certify to Intel that they have been destroyed.

7. GENERAL

7.1 This Agreement shall be governed by the laws of the United States and the State of Delaware excluding its conflict of laws provisions.

7.2 The Software may be controlled for export purposes by the U.S. Government. You will not export, either directly or indirectly, any Software without Intel's prior consent and without first obtaining any required license or other approval from the U.S. Department of Commerce or any other agency or department of the United States Government as required.

7.3 This is the entire agreement between You and Intel relating to this subject matter, and no amendments or modifications will be effective unless in a writing signed by authorized representatives of both parties.

7.4 You may not assign this Agreement or any part of it except with Intel's prior written consent.

EXHIBIT A

INTEL LICENSE AGREEMENT

IMPORTANT: By opening this package or installing or using the Software, you agree to the terms of this Agreement. Do not open this package until you have carefully read and agreed to the following terms and conditions. If you do not agree to the terms of this Agreement, promptly return the unopened package.

LICENSE: Intel grants you the right to copy the software on the enclosed disc ("Software") onto a single computer for Your internal use. You will not use, copy, modify, sell or transfer any part of the Software except as provided in this Agreement. Other rights may be granted to you in writing inside the package.

RESTRICTIONS: Except as specifically permitted in writing, you shall not:

1. Copy the Software except as provided in this Agreement.

2. Sublicense or permit simultaneous use of the Software by more than one user.

3. Distribute, transfer or otherwise provide the software to a third party except as provided in this Agreement.

4. Reverse engineer, decompile, or disassemble the Software.

OWNERSHIP AND COPYRIGHT OF SOFTWARE: Title to the Software and all copies thereof remain with Intel or its suppliers. The Software is copyrighted and is protected by United States copyright laws and international treaty provisions. You will not remove the copyright notice from the Software. You agree to prevent any unauthorized copying of the Software. Except as expressly provided herein, Intel does not grant any express or implied right to you under

Intel patents, copyrights, trademarks, or trade secret information.

LIMITATION OF LIABILITY: THE SOFTWARE IS PROVIDED "AS IS" WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND INCLUDING WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR ANY PARTICULAR PURPOSE. IN NO EVENT SHALL INTEL OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION,) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF INTEL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

TRANSFER: You may transfer the Software if the recipient agrees to the terms of this Agreement and you retain no full or partial copies of the Software and accompanying documentation on any media. Transfer of the license ends Your right to use the Software.U.S. GOVERNMENT RESTRICTED RIGHTS: The Software and documentation are provided with "RESTRICTED RIGHTS." Use, duplication or disclosure by the Government is subject to restrictions as set forth in FAR52.227- 14 and DFAR252.227-7013 et seq. or its successor. Use of this Software by the Government constitutes acknowledgment of Intel's proprietary rights in the Software.

APPLICABLE LAWS: This Agreement is governed by the laws of the state of Delaware and the U.S.A. You may not export the Software in violation of U.S. export laws and regulations.