IMPORTANT - READ CAREFULLY BEFORE OPENING

By opening this sealed envelope, you indicate your acceptance of the
following NeoMagic Corporation Binary Software License Agreement

	NEOMAGIC CORPORATION BINARY SOFTWARE LICENSE AGREEMENT

This is a legal agreement ("Agreement") between NeoMagic Corporation
("NeoMagic") and the user ("Licensee") of the enclosed software (the
"Software") who is also a purchaser of NeoMagic chips ("NeoMagic Chips").
By opening this sealed envelope, Licensee agrees to be bound by the terms
of this Agreement.  To avoid being bound by the terms of this Agreement,
Licensee must promptly return the unopened envelope and the accompanying
items (including accompanying documentation and packaging) to NeoMagic.

1.      Grant of License.  NeoMagic hereby grants Licensee a non-exclusive,
non-transferable, non-assignable, royalty-free, worldwide license (without
right to sublicense) to:

(i) incorporate the Software in object code format in Licensee's products
incorporating the NeoMagic Chips;
(ii) reproduce and have reproduced the Software in object code format and
the associated documentation as reasonably needed for inactive backup or
archival purposes; and
(iii) reproduce, have reproduced, and distribute in object code format that
number of copies of the Software and the associated documentation equal to
the number of the NeoMagic Chips purchased by Licensee from NeoMagic.
Distribution of the Software and the associated documentation is limited
solely to customers of Licensee's products incorporating the NeoMagic Chips
and solely for use in or with such products.  Licensee shall bear all costs
of its reproduction and distribution of the Software and the associated
documentation.

2.	Ownership.  NeoMagic and/or its licensor(s) retain all right, title,
and ownership of the Software and any derivative works based on the
Software, and any associated source code, technical documentation and user
documentation, including all copyrights, trade secret rights and other
proprietary rights in all of the foregoing.  Licensee may not copy the
Software or associated documentation except as expressly provided in this
Agreement and except for legitimate backup and archival purposes.

3.	Confidentiality.  Licensee acknowledges that the Software contains
confidential information of NeoMagic and its licensor(s) ("Confidential
Information").  Licensee agrees to use its best efforts not to release,
disclose or otherwise permit access to the Confidential Information and
not use it except as expressly authorized in this Agreement or as NeoMagic
may otherwise permit in writing.  Licensee agrees not to decompile or
disassemble the Software.  In the event of a breach or threatened breach
of this Section 3, NeoMagic shall be entitled to seek injunctive relief.

4.      Additional Obligations of Licensee.  Licensee shall, at its expense,
provide all support for the Software to its customers and NeoMagic shall
have no responsibility for such support.  Licensee agrees not to remove or
destroy any proprietary, trademark or copyright markings or confidentiality
legends placed upon or contained within the Software or any related
materials.

5.	Limited Warranty.  NeoMagic warrants the media on which the
Software is delivered to be free from defects in materials and workmanship
at the time of delivery to Licensee.  NeoMagic has made reasonable checks
of the Software to confirm that it will perform in normal use on compatible
equipment substantially as described in NeoMagic's documentation for the
Software.  However, due to the inherently complex nature of computer
software, NeoMagic does not warrant that the Software is error-free, will
operate without interruption, is compatible with all equipment and software
configurations, or will otherwise meet Licensee's needs.  NeoMagic's entire
liability and Licensee's exclusive  remedy under this warranty will be, at
Neomagic's option, to attempt to correct or work around errors with that
degree  of effort which NeoMagic believes suitable to the problem or to
replace the Software with functionally equivalent software.  This limited
warranty expires 90 days after delivery of the Software to Licensee.

6.	DISCLAIMER OF OTHER WARRANTIES.  EXCEPT FOR THE EXPRESS LIMITED
WARRANTY PROVIDED IN SECTION 5, NEOMAGIC MAKES NO WARRANTY OF ANY KIND,
EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SOFTWARE.  ANY IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR
NONINFRINGEMENT OF THIRD PARTY RIGHTS ARE SPECIFICALLY DISCLAIMED BY
NEOMAGIC.  NEOMAGIC DISCLAIMS ANY WARRANTY OR REPRESENTATION TO ANY PERSON
OTHER THAN LICENSEE WITH RESPECT TO THE SOFTWARE. LICENSEE SHALL NOT, AND
SHALL TAKE ALL MEASURES NECESSARY TO INSURE THAT ITS AGENTS AND EMPLOYEES
DO NOT, MAKE OR PASS THROUGH ANY SUCH WARRANTY ON BEHALF OF NEOMAGIC TO
ANY DISTRIBUTOR, CUSTOMER OR OTHER THIRD PARTY.

7.	LIMITATION OF LIABILITY.  IN NO EVENT SHALL NEOMAGIC BE LIABLE TO
LICENSEE OR TO ANY THIRD PARTY CLAIMING RIGHTS THROUGH LICENSEE FOR ANY
LOST PROFITS, LOST OPPORTUNITIES, OR OTHER INCIDENTAL OR CONSEQUENTIAL
DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF
NEOMAGIC HAS BEEN ADVISED OR KNOWS OF THE POSSIBILITY OF SUCH DAMAGES.
UNDER NO CIRCUMSTANCES SHALL NEOMAGIC'S TOTAL LIABILITY ARISING OUT OF OR
RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT OF $10,000, REGARDLESS
OF WHETHER ANY ACTION OR CLAIM IS BASED ON WARRANTY, CONTRACT, TORT OR
OTHERWISE.

8.	Government Licensee.  If Licensee is acquiring the Software on
behalf of the United States Government, the following provisions apply:
The Government acknowledges NeoMagic's representation that the Software
and the accompanying documentation were developed at private expense and
no part of them is in the public domain.  The Government also acknowledges
NeoMagic's representation that the Software is "Restricted Computer
Software" as that term is defined in clause 52.227-19 of the Federal
Acquisition Regulations ("FAR") and is "Commercial Computer Software" as
that term is defined in subpart 227.401 of the Department of Defense Federal
Acquisition Regulation Supplement ("DFARS").  The Government agrees that

(i) if the Software is supplied to the Department of Defense ("DoD"), the
Software is classified as "Commercial Computer Software" and the Government
is acquiring only "restricted rights" in the Software and the accompanying
documentation as that term is defined in Clause 52.227-7013(c)(1) of
the DFARS; and

(ii) if the Software is supplied to any unit or agency of the United States
Government other than DoD, the Government's rights in the Software and the
accompanying documentation will be as defined in Clause 52.227-19(c)(2) of
the FAR.

9.	Termination.  This Agreement will immediately and automatically
terminate without notice if Licensee fails to comply with any term or
condition of this Agreement or upon termination of Licensee's rights to
purchase NeoMagic's Chips.  Licensee agrees upon termination to promptly
destroy all copies of the Software and associated documentation in
Licensee's possession together with merged portions in any form.

10.	Other Terms.  This Agreement contains the entire understanding of
the parties with respect to the subject matter hereof and supersedes all
prior and contemporaneous oral and written representations and agreements
of the parties relating thereto.  This Agreement shall be governed by the
laws of the State of California.  If any provision of this Agreement is
found void or unenforceable, it will not affect the validity of the balance
of this Agreement.  Distribution of the Software is subject to compliance
with all laws, regulations, orders and other restrictions on export from
the United States of America of the Software or any technical information
about the Software which are imposed by the government of the United States
of America.

11.	Further Information.  For further information about the Software,
contact NeoMagic Corporation at 2710 Walsh Avenue, Santa Clara, California
95051.

