BINARY CODE SOFTWARE LICENSE AGREEMENT
NOTICE - PLEASE READ THIS BEFORE USING THIS SOFTWARE

By accepting this PROMOTION DRIVER (the "Software Product") you agree to license 
the Software Product from Alliance Semiconductor Corporation (Alliance) under the 
terms and conditions of this Binary Code Software License Agreement ("Agreement").


1.  Ownership.  Alliance owns, or is a rightful licensee, of all copyright, trade secret,
    patent and other proprietary rights in the Software Product.

2.  License
    a.	Grant.  Alliance grants you a nonexclusive license to use the Software Product 
	on a single computer with a ProMotion or other Alliance Semiconductor Corporation
	graphics accelerator product.  You are entitled to make one copy of the product
	for Back-up purposes only.  You may transfer the Software Product to another
	person only if the transferee agrees to the conditions of this Agreement.
    b.	Restrictions.  You may not, without the express written consent of Alliance, 
	(1) copy (except at set forth above), distribute, rent, lease or sublicense all
	or any portion of the Software Product; (2) modify or prepare derivative works of
	the Software Product; or (3) decompile, disassemble, or otherwise reverse 
        engineer the Software Product.

3.  Disclaimer of Warranty.  This software is provided "AS IS" and without warranty.  
    ALLIANCE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF
    MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  IN NO EVENT WILL ALLIANCE'S 
    LIABILITY OF ANY KIND INCLUDE ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, 
    INCLUDING LOST PROFITS, EVEN IF ALLIANCE HAS  KNOWLEDGE OF THE POTENTIAL LOSS OR 
    DAMAGE.

4.  Term.  This Agreement shall remain in effect until terminated by either party.  You 
    may terminate this Agreement at any time by destroying the Software Product, 
    including any copies residing on computer equipment.  Alliance may terminate this
    Agreement if you do not comply with any of the Agreement terms.  Upon termination, 
    you agree to destroy the Software Product and all copies in your possession.

5.  U.S. Government Restricted Rights.  If the Software Product IS to be used in the 
    performance of a government contract or subcontract, the Software Product is provided 
    on a "restricted rights" basis only.  You agree to place a legend in the form
    provided under the appropriate governmental regulations indicating so.

6.  Governing Law.  This Agreement shall be governed by the laws of the State of 
    California without regard to the body of law pertaining to choice of laws.

7.  Severability and Entire Agreement.  If any provision of this Agreement is held by a 
    court to be illegal, invalid or unenforceable, it will be enforced to the maximum 
    extent permissible and the remaining provisions shall remain in full force and 
    effect. This Agreement and its exhibits contain the entire understanding and 
    agreement between the parties respecting the subject matter hereof, and all prior
    quotations, invoices, negotiations, understandings, representations and agreements
    of the parties, whether oral or written, are superseded in their entirety.