END USER LICENSE AGREEMENT
Beatware eZ-Motion(R)

1.  NOTICE:  READ THIS AGREEMENT BEFORE INSTALLING OR USING THE ACCOMPANYING
SOFTWARE.

By installing and using the accompanying SOFTWARE you indicate that you have
carefully and completely read this end user software license agreement
(AGREEMENT), and that you agree to and will comply with its terms and
conditions.  You must do so before installing or using the accompanying
version of Beatware software (SOFTWARE).  By installing or using the SOFTWARE you
also acknowledge that this is the entire and only agreement on the use of the
SOFTWARE.

If you do not agree with the terms and conditions of this AGREEMENT you are
not authorized to install or use the SOFTWARE, and you must not do so.

2.  DEFINITIONS.  The term SOFTWARE refers to the Beatware software that
accompanies this AGREEMENT, any copy or part thereof, and any associated
physical computer media (e.g., CD-ROM), electronic files, printed material
and electronic or other documentation.  The term "you" refers to the individual
or entity that uses or will use the SOFTWARE.  Beatware refers to Beatware,
Inc., 1779 Woodside Road, Suite 200, Redwood City,  94061.

3.  AGREEMENT.  This AGREEMENT is a legal contract between you and Beatware.
It allows you to use the SOFTWARE if you agree with, accept, and comply with
the terms and conditions of this AGREEMENT.

4.  LICENSE GRANT.  When you purchase the SOFTWARE, you do not acquire title
to the SOFTWARE that accompanies this AGREEMENT.  You instead acquire a non-
exclusive and non-transferable license to use the SOFTWARE in accordance
with this AGREEMENT. Beatware and its suppliers, if any, are and shall remain its
owners.

5.  AUTHORIZED USE.  In exchange for your acceptance of and compliance with
the terms and conditions of this AGREEMENT, Beatware and its suppliers, as
applicable, grant you a non-exclusive and non-transferable license to use
the SOFTWARE on a single computer.  You may make one copy of the SOFTWARE for
back-up purposes only.  If you have purchased a license allowing the use of the
SOFTWARE by more than one user, either on multiple individual computers or
via a network, you may use the SOFTWARE only on the number of computers that you
have a license for.  You agree, and shall use your best efforts to prevent
the unauthorized use of the SOFTWARE or any part thereof.

6.  RESTRICTIONS ON USE.  You may not (1) copy (other than once for back-up
purposes), distribute, rent, lease or sub-license the SOFTWARE, any part
thereof, or any associated documentation, (2) modify or prepare derivative
works of the SOFTWARE or any part thereof, or (3) reverse engineer,
decompile or disassemble the SOFTWARE or any part thereof.

7.  OTHER RESTRICTIONS.  The SOFTWARE provides features and/or capabilities
owned by Third Parties as listed in the SOFTWARE documentation and in
SOFTWARE information panel, which may be covered by US and/or international patents.
Although Beatware is licensed from Third Parties as applicable, Beatware'S
License does not extend to you to provide such features and/or capabilities
in your own software.  If you desire to provide such features and/or
capabilities in your software, you must obtain a separate license from the respective
Third Parties. Further, this Agreement does not authorize you to use any other
product involving such features and/or capabilities, or performing any
method or activity involving use of such features and/or capabilities unless you
obtain a separate license from the applicable Third Parties.

8.  EZ-MOTION AND POWERMOVIE ADDITIONAL RESTRICTIONS.  If you have purchased
a license allowing the use of Beatware's SOFTWARE eZ-Motion or PowerMovie, you
cannot distribute any included or associated manuals, templates, artwork or
catalog contents without having first obtained Beatware's express written
permission.  Such SOFTWARE, manuals, templates, artwork or catalog contents
are the property of Beatware and cannot be duplicated or distributed as any form
of publishing, clip art or graphic resource.

You may not use Beatware's templates and catalog art for graphics without
having first obtained Beatware's express written permission, unless such
templates and catalog art graphics are first materially modified.

9.  TRANSFER OF LICENSE.  You may transfer the right to use the SOFTWARE, as
well as the SOFTWARE, to another person or entity, but only if (1) the
recipient agrees to accept the terms and conditions of this AGREEMENT, (2)
you transfer all copies of the SOFTWARE and any parts thereof, and all
associated documentation, to the recipient, and (3) you erase all copies of the
SOFTWARE and any parts thereof from your computer equipment.  Your license to use the
SOFTWARE will automatically terminate when you transfer the SOFTWARE in this
manner.

10.  OWNERSHIP & PROPERTY RIGHTS.  The SOFTWARE is and shall remain the
property of Beatware and, as applicable, its suppliers.  It is  protected by
United States and other copyright law, and by international copyright
treaties, as well as by other intellectual property laws and treaties.  Beatware and,
as applicable, its suppliers also own and retain all intellectual property
rights in the SOFTWARE, inclusive of all patent, trademark, copyright, and trade
secret rights.

11.  90-DAY LIMITED WARRANTY FOR SOFTWARE DELIVERED ON TANGIBLE SUPPORT.
When the SOFTWARE is delivered on tangible support and within 90 days from the
date of purchase of the license to use the SOFTWARE, Beatware warrants that the
physical computer media on which the SOFTWARE is distributed will be free of
defects in materials and workmanship.  This warranty does not cover damage
caused by improper use or neglect.  Beatware DOES NOT WARRANT EITHER THE
CONTENT OR PERFORMANCE OF THE SOFTWARE, OR THAT EITHER IT IS OR WILL BE
DEFECT OR ERROR FREE.  THE SOFTWARE IS PROVIDED TO YOU "AS IS," WITHOUT WARRANTY AS
TO THE PERFORMANCE OR RESULTS YOU MAY OBTAIN BY ITS USE.  YOU ASSUME ALL RISKS
OF LOSS, INJURY OR DAMAGE THAT ARISE FROM USE OF THE SOFTWARE.

To obtain replacement of the defective media under the 90-day limited
warranty following the purchase of the license to use the SOFTWARE, you must within
that period permanently uninstall or otherwise remove the SOFTWARE from your
computer equipment; then, you may send the SOFTWARE within that period,
along with the receipt from the purchase and a brief description in writing of the
problems or defects you encountered in using the SOFTWARE, by mail (postage
paid) or other delivery service (e.g. FedEx, UPS, etc.), with the delivery
charges pre-paid, to Beatware, Inc., 1779 Woodside Road, Suite 200, Redwood
City, CA 94061.  Beatware will then replace the defective physical computer
media on which the SOFTWARE is distributed at no additional cost to you.

Any replacement media provided under this warranty shall be similarly
warranted for the balance of the 90-day limited warranty period.

12.  DISCLAIMER OF OTHER WARRANTIES.  THE WARRANTIES PROVIDED BY THIS
AGREEMENT ARE IN LIEU OF ANY OTHER WARRANTIES ON THE SOFTWARE, EXPRESS OR IMPLIED,
INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
OR NON-INFRINGEMENT OF ANOTHER'S RIGHTS.  BEATWARE DISCLAIMS AND EXCLUDES ANY
OTHER OR DIFFERENT WARRANTIES ON THE SOFTWARE.

13.  REMEDIES & LIMITATION OF LIABILITY.  IN NO EVENT OR CIRCUMSTANCE SHALL
BEATWARE OR ITS SUPPLIERS BE LIABLE FOR ANY CLAIM ARISING OUT OF THE USE OF
OR ANY DEFECT IN THE SOFTWARE INCLUDING ANY SPECIAL, INCIDENTAL OR
CONSEQUENTIAL LOSS OR DAMAGE, INCLUSIVE OF ANY LIABILITY FOR LOST PROFITS, EVEN IF
BEATWARE OR ITS REPRESENTATIVES HAD KNOWLEDGE OF THE POTENTIAL FOR SUCH LOSS AND
DAMAGE. MOREOVER, IN NO EVENT SHALL BEATWARE OR ITS SUPPLIERS' LIABILITY FOR ANY
CLAIM ARISING OUT OF THE USE OF OR DEFECT IN THE SOFTWARE EXCEED THE AMOUNT PAID
FOR THE LICENSE TO USE THE SOFTWARE.  Beatware and as applicable its suppliers,
only liability and your only remedies for any such liability, for any
injury, loss or damage arising out of the SOFTWARE, or any use of thereof, or for
any other act or omission by Beatware or its suppliers, inclusive of any
liability for negligence (excepting liability for personal injury caused solely by
Beatware'S negligence), are solely limited to those set forth in this
AGREEMENT.

14.  BUNDLED SOFTWARE.  If the SOFTWARE has been delivered to you bundled
with other "third party" software not owned or manufactured by Beatware, Beatware
does not warrant either the content or performance of such third party
software, or that it either is or will be defect or error free.  IF THE
THIRD PARTY BUNDLED SOFTWARE IS PROVIDED TO YOU BY OR THROUGH BEATWARE, IT IS
PROVIDED "AS IS," WITHOUT WARRANTY, EXPRESS OR IMPLIED, AS TO THE
PERFORMANCE OR RESULTS YOU MAY OBTAIN BY ITS USE, OR AS TO ITS MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT ON ANOTHER'S RIGHTS.  YOU ASSUME
ALL RISKS OF LOSS, INJURY OR DAMAGE THAT MIGHT ARISE FROM ITS USE.  Your rights
and warranties, if any, as to any such third party software are governed solely
by the end user software license agreement for that software, and not by this
AGREEMENT, except as expressly disclaimed herein.

15.  OTHER LEGAL RIGHTS & REMEDIES.  This AGREEMENT gives you specific legal
rights.  Because some states and countries do not allow the exclusion of
implied warranties, some of the above limitations and disclaimers may not
apply to you.  You thus may have other or alternative rights or remedies depending
on the state or country in which the license to use the SOFTWARE was purchased
or acquired.

16.  TERMINATION OF AGREEMENT.  This AGREEMENT is and will remain effective
until terminated. You may terminate this AGREEMENT at any time by destroying
the SOFTWARE, including all copies and parts thereof, and all associated
documentation, and by erasing all copies or parts thereof from your computer
equipment.  This AGREEMENT also shall terminate automatically if you do not
comply with the terms and conditions of this AGREEMENT.  Upon such
termination you agree to and shall destroy the SOFTWARE and all related documentation,
and erase all copies and parts thereof from any computer equipment.

17.  EXPORT LAW ASSURANCES.  You may not use, export or reexport the
SOFTWARE except as authorized by United States law and the laws of the jurisdiction
in which the SOFTWARE was acquired.  In particular, but without limitation, the
SOFTWARE may not be exported or reexported (i) into (or to a national or
resident of) any U.S. embargoed country or (ii) to anyone on the U.S.
Treasury Department's list of Specially Designated Nationals or the U.S. Department
of Commerce's Table of Denial Orders. By using the SOFTWARE, you represent and
warrant that you are not located in, under control of, or a national or
resident of any such country or on any such list.

18.  U.S. GOVERNMENT RESTRICTED RIGHTS.  Any license of the SOFTWARE to or
use of the SOFTWARE by an agency or unit of the U.S. government is subject to
restricted rights.  Use, duplication, or disclosure of the SOFTWARE by the
U.S. government, its agencies or units is subject to the restrictions set forth
in 48 CFR ?52.227-19, sub-paragraphs (c)(1) and (c)(2), and DFARS ?52.227-
7013(c)(1)(ii), as applicable.  The contractor/manufacturer is Beatware,
Inc., 1779 Woodside Road, Suite 200, Redwood City, CA 94061.

19.  GOVERNING LAW.  This AGREEMENT shall be construed and its performance
enforced under the law of the State of California as if made and performed
in California by residents of California.  The application of the United
Nations Convention on Contracts for the International Sale of Goods is expressly
disclaimed.

20.  OTHER TERMS.  The acceptance by Beatware of a purchase order from you
for the license to use the SOFTWARE is conditioned on your agreement with and
acceptance of the terms of this AGREEMENT.  If any part of this AGREEMENT is
found to be void or unenforceable it will not affect the validity or
enforceability of the balance of this AGREEMENT, which shall remain valid
and enforceable.  You agree that the SOFTWARE will not be shipped, transferred
or exported to any country or used in any manner that is prohibited by the
United States Administrative Code, or by any other export laws, restrictions, or
regulations.  This agreement only may be modified by a license addendum that
accompanies either this license or an upgrade to the SOFTWARE, or by a
written document that is signed both by you and by an officer of Beatware.

21.  ADDITIONAL INFORMATION.  If you have any questions about this
AGREEMENT, or if you wish to contact Beatware for any reason, you may write to
Beatware, Inc., Customer Service, 1779 Woodside Road, Suite 200, Redwood City, CA
94061. You also may contact Beatware by e-mail at info@beatware.com.