
                     SciTech Nucleus License Agreement
                                Version 1.0
                              ----------------

PREAMBLE

     SciTech Software has made a tremendous investment over many years in
     the development of SciTech Nucleus Device Driver architecture. SciTech
     is releasing the header files and device driver loader library source
     code under a special license that is different to the SciTech MGL
     Public License. The intent of this license is to all developers wishing
     to utilise the SciTech Nucleus device drivers in their applications
     or Operating Systems, the ability to do so without restriction.
     However the SciTech Nucleus License Agreement specifically excludes
     use of the headers and source code to build device drivers that
     compete with SciTech Software's core, commercial products, free or
     otherwise.

     Hence if you are an application developer or operating system
     developer, you may use the headers and loader library source code to
     add support for Nucleus device drivers to your products.

     If you are a device driver developer, you may *not* use the Nucleus
     header files and loader library source to build device drivers
     products that are compatible with the SciTech Nucleus device driver
     architecture (ie: binary compatible drivers that can replace our
     commercial drivers).

1. Definitions.

     1.1. ``SciTech'' means SciTech Software Inc, located at 505 Wall Street,
     Chico, CA 95928 USA (http://www.scitechsoft.com).

     1.2. ``SciTech Display Doctor'' means any version of the commercial
     device driver products developed and sold by SciTech.

     1.3. ``Covered Code'' means the Original Code.

     1.4. ``Electronic Distribution Mechanism'' means a mechanism generally
     accepted in the software development community for the electronic
     transfer of data.

     1.5. ``Executable'' means Covered Code in any form other than Source
     Code.

     1.6. ``Larger Work'' means a work which combines Covered Code or
     portions thereof with code not governed by the terms of this License.

     1.7. ``License'' means this document.

     1.8. ``Source Code'' means the preferred form of the Covered Code,
     including all modules it contains.

     1.9. ``You'' means an individual or a legal entity exercising rights
     under, and complying with all of the terms of, this License. For legal
     entities, ``You'' includes any entity which controls, is controlled
     by, or is under common control with You. For purposes of this definition,
     ``control'' means (a) the power, direct or indirect, to cause the
     direction or management of such entity, whether by contract or
     otherwise, or (b) ownership of fifty percent (50%) or more of the
     outstanding shares or beneficial ownership of such entity.

2. Source Code License.

     2.1. The SciTech Grant.
     SciTech hereby grants You a world-wide, royalty-free, non-exclusive
     license, subject to third party intellectual property claims:

          (a) to use, reproduce, display, perform, sublicense and distribute
          the Original Code WITHOUT Modifications, or as part of a Larger
          Work.

     2.2. Modifications.
     You may NOT under any circumstances make and/or distribute modifications
     to the Source Code. You may only use and distribute unmodified official
     versions of the Source Code as published by SciTech.

3. Distribution Obligations.

     3.1. Application of License.
     The Source Code version of Covered Code may be distributed only under
     the terms of this License, and You must include a copy of this License
     with every copy of the Source Code You distribute. You may not offer
     or impose any terms on any Source Code version that alters or
     restricts the applicable version of this License or the recipients'
     rights hereunder.

     3.2. Distribution of Executable Versions.
     You may distribute Covered Code in Executable form only if the
     requirements of Section 3.1-3.3 have been met for that Covered Code.
     You may distribute the Executable version of Covered Code under a
     license of Your choice, which may contain terms different from this
     License, provided that You are in compliance with the terms of this
     License. You hereby agree to indemnify the SciTech for any liability
     incurred by the SciTech as a result of any such terms You offer.

     3.3. Larger Works.
     You may create a Larger Work by combining Covered Code with other code
     not governed by the terms of this License and distribute the Larger
     Work as a single product, provided that the Larger Work is NOT a
     device driver product that competes with SciTech Display Doctor,
     whether the Larger Work is free or sold for profit.

4. Application of this License.

     This License applies to code to which the SciTech has
     attached the notice in Exhibit A, and to related Covered Code.

5. DISCLAIMER OF WARRANTY.

     COVERED CODE IS PROVIDED UNDER THIS LICENSE ON AN ``AS IS'' BASIS,
     WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING,
     WITHOUT LIMITATION, WARRANTIES THAT THE COVERED CODE IS FREE OF
     DEFECTS, MERCHANTABLE, FIT FOR A PARTICULAR PURPOSE OR NON-INFRINGING.
     THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE COVERED CODE
     IS WITH YOU. SHOULD ANY COVERED CODE PROVE DEFECTIVE IN ANY RESPECT,
     YOU (NOT THE SciTech OR ANY OTHER CONTRIBUTOR) ASSUME THE
     COST OF ANY NECESSARY SERVICING, REPAIR OR CORRECTION. THIS DISCLAIMER
     OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS LICENSE. NO USE OF
     ANY COVERED CODE IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER.

6. TERMINATION.

     This License and the rights granted hereunder will terminate
     automatically if You fail to comply with terms herein and fail to cure
     such breach within 30 days of becoming aware of the breach. All
     sublicenses to the Covered Code which are properly granted shall
     survive any termination of this License. Provisions which, by their
     nature, must remain in effect beyond the termination of this License
     shall survive.

7. LIMITATION OF LIABILITY.

     UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER TORT
     (INCLUDING NEGLIGENCE), CONTRACT, OR OTHERWISE, SHALL THE INITIAL
     DEVELOPER, ANY OTHER CONTRIBUTOR, OR ANY DISTRIBUTOR OF COVERED CODE,
     OR ANY SUPPLIER OF ANY OF SUCH PARTIES, BE LIABLE TO YOU OR ANY OTHER
     PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES
     OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF
     GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND
     ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF SUCH PARTY SHALL HAVE
     BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF
     LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY
     RESULTING FROM SUCH PARTY'S NEGLIGENCE TO THE EXTENT APPLICABLE LAW
     PROHIBITS SUCH LIMITATION. SOME JURISDICTIONS DO NOT ALLOW THE
     EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THAT
     EXCLUSION AND LIMITATION MAY NOT APPLY TO YOU.

8. U.S. GOVERNMENT END USERS.

     The Covered Code is a ``commercial item,'' as that term is defined in
     48 C.F.R. 2.101 (Oct. 1995), consisting of ``commercial computer
     software'' and ``commercial computer software documentation,'' as such
     terms are used in 48 C.F.R. 12.212 (Sept. 1995). Consistent with 48
     C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995),
     all U.S. Government End Users acquire Covered Code with only those
     rights set forth herein.

9. MISCELLANEOUS.

     This License represents the complete agreement concerning subject
     matter hereof. If any provision of this License is held to be
     unenforceable, such provision shall be reformed only to the extent
     necessary to make it enforceable. This License shall be governed by
     California law provisions (except to the extent applicable law, if any,
     provides otherwise), excluding its conflict-of-law provisions. With
     respect to disputes in which at least one party is a citizen of, or an
     entity chartered or registered to do business in, the United States of
     America: (a) unless otherwise agreed in writing, all disputes relating
     to this License (excepting any dispute relating to intellectual
     property rights) shall be subject to final and binding arbitration,
     with the losing party paying all costs of arbitration; (b) any
     arbitration relating to this Agreement shall be held in Butte
     County, California, under the auspices of JAMS/EndDispute; and (c) any
     litigation relating to this Agreement shall be subject to the
     jurisdiction of the Federal Courts of the Northern District of
     California, with venue lying in Butte County, California, with
     the losing party responsible for costs, including without limitation,
     court costs and reasonable attorneys fees and expenses. The application
     of the United Nations Convention on Contracts for the International
     Sale of Goods is expressly excluded. Any law or regulation which
     provides that the language of a contract shall be construed against the
     drafter shall not apply to this License.

10. RESPONSIBILITY FOR CLAIMS.

     Except in cases where another Contributor has failed to comply with
     Section 3.4, You are responsible for damages arising, directly or
     indirectly, out of Your utilization of rights under this License, based
     on the number of copies of Covered Code you made available, the
     revenues you received from utilizing such rights, and other relevant
     factors. You agree to work with affected parties to distribute
     responsibility on an equitable basis.

EXHIBIT A.

   ``This copyrighted computer code contains proprietary technology
     owned by SciTech Software, Inc., located at 505 Wall Street,
     Chico, CA 95928 USA (http://www.scitechsoft.com).

     The contents of this file are subject to the SciTech Nucleus
     License; you may *not* use this file or related software except in
     compliance with the License. You may obtain a copy of the License
     at http://www.scitechsoft.com/nucleus-license.txt

     Software distributed under the License is distributed on an
     "AS IS" basis, WITHOUT WARRANTY OF ANY KIND, either express or
     implied. See the License for the specific language governing
     rights and limitations under the License.''

