	S3 SOFTWARE LICENSE AGREEMENT 


IMPORTANT: THIS IS A LEGAL AGREEMENT BETWEEN YOU (the "User") AND S3
INCORPORATED ("Licensor").  IT IS IMPORTANT THAT YOU READ THIS
DOCUMENT BEFORE USING THE SOFTWARE DRIVERS (the "Software").  The
Software may not be used except with S3 hardware.  User agrees that
the Software is licensed to User solely for use with S3 hardware.  DO
NOT USE THE SOFTWARE UNLESS YOU AGREE TO THE TERMS AND CONDITONS SET
FORTH IN THIS DOCUMENT.

By using the Software, you acknowledge that you have read 
this Agreement and agree to be bound by its terms. If you do 
not agree, destroy the Software or return the unused Software  
to Licensor.  

1. License Grant: Licensor grants you a non-exclusive, non-
transferable, limited license to use the copy of the Software, 
and any accompanying materials (collectively the "Product") on 
a single computer subject to the terms and conditions set forth 
in this Agreement. You may transfer the Software to a single 
hard disk provided you keep the original Software solely for 
backup or archival purposes. You may physically transfer the 
Software from one computer system to another provided that 
the Software is used on only one computer at a time.

2. Ownership: All rights, title and interest to the Software and 
accompanying materials are owned by Licensor and/or its 
suppliers and are protected by copyright, trademark and trade 
secret law and international treaties. You acquire only the right 
to use the Software and accompanying materials during the 
term of this Agreement. Any rights, express or implied, in the 
Software and accompanying materials other than those 
specified in this Agreement are reserved by Licensor and/or its 
suppliers. You must treat the Software as copyrighted material 
except as otherwise provided under this Agreement. You agree 
not to remove, deface or obscure Licensor's and/or its suppliers' 
copyright or trademark notices and/or legends or proprietary 
notices on the Software and/or accompanying materials.

3. Copies and Modifications: You may make one copy of the 
Software solely for back-up purposes, provided that you 
reproduce and include all copyright/proprietary rights notice(s) 
on the copy. You may not make copies of any of the written 
documentation included in the Product. You may not, nor may 
you assist another to, modify, translate, convert to another 
programming language, decompile, reverse engineer or 
disassemble any portions of the Product. Unless otherwise 
provided by this agreement, you may not copy the Software. 
You agree to notify your employees and/agents who may have 
access to the Software of the restrictions contained in this 
Agreement and to ensure their compliance with such 
restrictions.

4. Confidentiality: By accepting this license, you acknowledge 
that the Software and accompanying materials are proprietary 
in nature and contain valuable confidential information 
developed or acquired at great expense. You agree not to 
disclose to others or utilize such trade secrets or proprietary 
information except as provided herein.

5. Term: This Agreement is effective from the date you first 
use the Software until terminated. You may terminate this 
Agreement at any time by destroying the Product together with 
any copy thereof. If you fail to comply with any term of this 
Agreement, Licensor may terminate this Agreement upon 
notice to you and you agree to then cease all use of the 
Software, and to promptly erase the Software from your 
computer's memory, destroy the Software or return the Software 
with any copy thereof to Licensor; notwithstanding the remedy 
provided above, Licensor may enforce its other legal rights. 
Sections 3, 5, 8, 9, and 11-15 will survive termination of this 
Agreement.

6. Assignment: You may not assign, sublicense, rent, loan, 
lease, convey or otherwise transfer this Agreement or the 
Product. Any unauthorized assignment, sublicense, rental, loan, 
lease, conveyance or other transfer of any copy of the Software 
and/or accompanying materials shall be void and shall 
automatically terminate this Agreement.

7. Warranty Exceptions: THE SOFTWARE IS PROVIDED "AS IS."  TO THE
MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR AND ITS SUPPLIERS
DISCLAIM ALL OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF PERFORMANCE OR
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. YOU BEAR ALL RISK
RELATING TO QUALITY AND PERFORMANCE OF THE SOFTWARE, AND ASSUMES THE
ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION.
Licensor and its suppliers do not warrant that the Software will meet
your requirements, operate without interruption or be error free.

SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO
THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN THAT EVENT, SUCH
WARRANTIES ARE LIMITED TO THE WARRANTY PERIOD. THIS WARRANTY GIVES YOU
SPECIFIC LEGAL RIGHTS. YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM
JURISDICTION TO JURISDICTION.

8.  Limitation of Remedies: You agree that because the Software is
provided to you at no charge, Licensor's and its suppliers' maximum
liability for any claim by you or anyone claiming through or on behalf
of you arising out of this Agreement shall not in any event exceed
five dollars ($5.00). TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
LAW, LICENSOR AND ITS SUPPLIERS SHALL NOT BE LIABLE FOR THE LOSS OF
REVENUE OR PROFITS, EXPENSE OR INCONVENIENCE, OR FOR ANY OTHER DIRECT,
INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES,
ARISING OUT OF THIS AGREEMENT OR CAUSED BY THE USE, MISUSE OR
INABILITY TO USE THE SOFTWARE, EVEN IF LICENSOR HAS BEEN ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITED WARRANTY SHALL NOT
EXTEND TO ANYONE OTHER THAN THE ORIGINAL USER OF THE SOFTWARE. SOME
JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OR INCIDENTAL
OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY
NOT APPLY TO YOU.

9. Support: Licensor is not responsible for maintaining or 
helping you to use the Software, and is not required to make 
available to you any updates, fixes or support for the Software.

10. Governing Law: This Agreement shall be governed by the 
laws of the State of California, U.S.A., exclusive of its choice 
of law principles.

11. General Provisions: If any provision of this Agreement is 
held to be void, invalid, unenforceable or illegal, the other 
provisions shall continue in full force and effect. Failure of a 
party to enforce any provision of this Agreement shall not con-
stitute or be construed as a waiver of such provision or of the 
right to enforce such provision. You agree to be responsible for 
the payment of any taxes resulting from this Agreement.

12. Export: You agree to comply fully with all laws and 
regulations of the United States and other countries ("Export 
Laws") to assure that neither the Software nor its accompanying 
materials are (1) exported, directly or indirectly, in violation of 
Export Laws, or (2) used for any purpose prohibited by Export 
Laws.


13. U.S. Government Restricted Rights: The Software and 
accompanying materials are provided with RESTRICTED 
RIGHTS. Use, duplication or disclosure by the government is 
subject to restrictions as set forth in subparagraph (c)(1)(ii) of 
the Rights in Technical Data and Computer Software clause at 
DFARS 252.227-7013 or the Commercial Computer Software 
Restricted Rights clause at FAR 52.227-19 subdivision (c)(1) 
and (2), as applicable.

14. Acknowledgment: THIS AGREEMENT IS THE COMPLETE AND EXCLUSIVE
STATEMENT OF AGREEMENT BETWEEN THE PARTIES AND SUPERSEDES ALL PRO-
POSALS OR PRIOR AGREEMENTS, VERBAL OR WRITTEN, AND ANY OTHER
COMMUNICATIONS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER OF
THIS AGREEMENT.  NO AMENDMENT TO THIS AGREEMENT SHALL BE EFFECTIVE
UNLESS SIGNED BY AN OFFICER OF LICENSOR.


S3 Incorporated
2841 Mission College Boulevard
Santa Clara, CA 95054-1838
