license

MBE_DRV7.RAR

GE Fanuc Automation North America, Inc.				   GFJ-317E
Software License Agreement

YOU SHOULD CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS 
BEFORE OPENING THIS PACKAGE OR INSTALLING THIS SOFTWARE. 
OPENING THIS PACKAGE SIGNIFIES YOUR ACCEPTANCE OF THESE TERMS 
AND CONDITIONS. IF YOU DO NOT AGREE WITH THEM, YOU SHOULD 
PROMPTLY RETURN THE PACKAGE UNOPENED ALONG WITH ANY OTHER 
ITEM THAT WAS INCLUDED IN THE SAME CATALOG NUMBER FOR FULL 
CREDIT. 

You, as the Customer, agree as follows:

1.  DEFINITIONS
    "Application Software" shall mean those portions of the Licensed Software,
    in object code form only, and accompanying documentation, created by GE 
    Fanuc or its subsidiaries. 

    "Designated Computer" shall mean the one (1) computer upon which Customer 
    shall run the Licensed Software.

    "Licensed Software" shall mean the Application Software plus any other 
    software, in object code form only, and accompanying documentation, 
    supplied by GE Fanuc pursuant to this Agreement. The Licensed Software 
    may include third party software, including but not limited to operating 
    systems, licensed to GE Fanuc. If no operating system software is 
    included in the software provided under this Agreement, you must make 
    provision for any required operating system software licenses.

2. LICENSE
    2.1 Except as provided in section 2.2 below, you are granted only a 
    personal, non-transferable, nonexclusive license to use the Licensed 
    Software only on the Designated Computer.  You may copy the Licensed 
    Software into machine readable form for backup purposes in support of 
    your use of the Licensed Software on the Designated Computer, limited 
    to one copy.  No other copies shall be made unless authorized in writing 
    by GE Fanuc.  You may not reverse compile or disassemble the software. 
    The Licensed Software, comprising proprietary trade secret information 
    of GE Fanuc and/or its licensors, shall be held in confidence by Customer
    and protected from disclosure to third parties.  No title to the 
    intellectual property is transferred.  You must reproduce and include all
    applicable copyright notices on any copy.

    2.2 If you are an authorized GE Fanuc distributor or an Original Equipment 
    Manufacturer who incorporates the Licensed Software into your equipment 
    for sale to an end user, you may transfer the Licensed Software to an end
    user provided that the end user agrees to be bound by the provisions of
    this Agreement.
    
    2.3 GE Fanuc's licensors having a proprietary interest in the Licensed 
    Software shall have the right to enforce such interests, including the 
    right to terminate this Agreement in the event of a breach of its terms 
    pertaining to such proprietary interests.

    2.4 EXCEPT AS PROVIDED IN SECTION 2.2 ABOVE, IF YOU TRANSFER 
    POSSESSION OF ANY COPY OF THE LICENSED SOFTWARE TO ANOTHER 
    PARTY WITHOUT WRITTEN CONSENT OF GE FANUC, YOUR LICENSE IS 
    AUTOMATICALLY TERMINATED.  
    Any attempt otherwise to sublicense, assign or transfer any of the 
    right, duties or obligations hereunder is void. 

    2.5 If the Licensed Software or associated documentation is provided to 
    any U.S. Government entity, unit, or agency, the restrictions set forth 
    at section 52.227-19(c) ("Commercial computer software - restricted 
    rights") of the Federal Acquisition Regulations (FARs) shall apply.  
    If the Licensed Software or associated documentation is provided to the 
    U.S. Government, Department of Defense (DOD), or any entity, unit, or 
    agency thereof, the restrictions set forth at section 252.227-7015 
    ("Technical Data - Commercial Items") of the DOD FAR Supplement (DFARS) 
    shall also apply.

3.  WARRANTY
    3.1 GE Fanuc warrants that the Application Software will be in 
    substantial conformance with the specifications in the manual pertaining 
    thereto as of the date of shipment by GE Fanuc.  If, within ninety (90) 
    days of date of shipment, it is shown that the Application Software does 
    not meet this warranty, GE Fanuc will, at its option, either correct the 
    defect or error in the Application Software, free of charge, or make 
    available to Customer satisfactory substitute software, or, if GE Fanuc 
    deems the foregoing to be not reasonably practicable, return to Customer 
    all payments made as license fees and terminate the license  with respect
    to the Application Software affected.  
    This warranty: 
    (a) does not extend to defects arising from changes made to the 
    Application Software or the hardware with which it is intended to operate 
    other than by GE Fanuc; 
   (b) will be rendered void by any evidence of tampering with the 
    Application Software; and (c) does not extend to any hardware components,
    subsystems peripherals, or other non-GE Fanuc-developed Application 
    Software whether or not supplied by GE Fanuc.  GE Fanuc does not warrant 
    that operation of the Application Software will be uninterrupted or error
    free or that it will meet Customer's needs. All other portions of the 
    Licensed Software are provided "as is" without warranty of any kind.

    3.2 WITH RESPECT TO THE SOFTWARE WHICH IS THE SUBJECT OF 
    THIS AGREEMENT, THE FOREGOING WARRANTIES ARE EXCLUSIVE 
    AND ARE IN LIEU OF ALL OTHER WARRANTIES WHETHER WRITTEN, 
    ORAL, IMPLIED OR STATUTORY.  NO IMPLIED OR STATUTORY 
    WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR 
    PURPOSE SHALL APPLY.

4.  LIMITATION OF LIABILITY
    4.1 IN NO EVENT, WHETHER AS A RESULT OF BREACH OF CONTRACT, 
    BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT 
    LIABILITY, OR OTHERWISE SHALL GE FANUC OR ITS SUPPLIERS 
    BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OR 
    PENAL DAMAGES INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFIT
    OR REVENUES, LOSS OF USE OF THE LICENSED SOFTWARE OR ANY 
    PART THEREOF, OR ANY ASSOCIATED EQUIPMENT, DAMAGE TO 
    ASSOCIATED EQUIPMENT, COST OF CAPITAL, COST OF SUBSTITUTE 
    PRODUCTS, FACILITIES, SERVICES OR REPLACEMENT POWER, DOWN 
    TIME COSTS, OR CLAIMS OF CUSTOMER'S CUSTOMERS AND 
    TRANSFEREES FOR SUCH DAMAGES EVEN IF GE FANUC HAS BEEN 
    ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

    4.2 EXCEPT AS PROVIDED IN SECTION 5, INDEMNITY, IN NO EVENT, 
    WHETHER AS A RESULT OF BREACH OF CONTRACT OR WARRANTY, 
    TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, 
    SHALL GE FANUC'S LIABILITY TO CUSTOMER FOR ANY LOSS OR DAMAGE 
    ARISING OUT OF, OR RESULTING FROM THIS AGREEMENT, OR FROM ITS 
    PERFORMANCE OR BREACH, OR FROM THE LICENSED SOFTWARE OR ANY 
    PART THEREOF, OR FROM ANY SERVICE FURNISHED HEREUNDER, 
    EXCEED THE QUOTED CHARGES FOR THE LICENSED SOFTWARE. ANY 
    SUCH LIABILITY SHALL TERMINATE UPON THE TERMINATION OF THE 
    WARRANTY PERIOD AS SET FORTH IN SECTION 3.


    4.3 If GE Fanuc furnishes Customer with advice or other assistance which 
    concerns Licensed Software or any portion thereof supplied hereunder or 
    any system or equipment on which any such software may be installed and 
    which is not required pursuant to this Agreement, the furnishing of such 
    advice or assistance will not subject GE Fanuc to any liability, whether 
    in contract, warranty, tort, (including negligence), strict liability, 
    or otherwise.

    4.4 The products to be licensed or sold hereunder are not intended for 
    use in any nuclear, chemical or weapons production facility or activity,
    or other activity where failure of the products could lead directly to 
    death, personal injury or severe physical or environmental damage.  If 
    so used, GE Fanuc disclaims all liability for any damages arising as a 
    result of the hazardous nature of the business in question, including 
    but not limited to nuclear, chemical or environmental damage, injury or
    contamination, and Customer shall indemnify, hold harmless and defend 
    GE Fanuc, its officers, directors, employees and agents against all such
    liability, whether based on contract, warranty, tort (including 
    negligence), or any other legal theory, regardless of whether GE Fanuc 
    had knowledge of the possibility of such damages.

5.  INDEMNITY
    5.1 GE Fanuc warrants that the Application Software shall be delivered 
    free of any rightful claim for infringement of any United States patent 
    or copyright.  If notified promptly in writing and given authority, 
    information and assistance, GE Fanuc shall defend, or may settle, at its 
    expense, any suit or proceeding against Customer so far as based on a 
    claimed infringement which would result in a breach of this warranty and 
    GE Fanuc shall pay all damages and costs awarded therein against Customer
    due to such breach.  In case the Application Software is in such suit 
    held to constitute such an infringement and its use is enjoined, GE Fanuc
    shall, at its expense and option, either procure for Customer the right
    to continued use, or replace same with a non-infringing product or part, 
    or modify the Application Software so that it becomes non-infringing, or 
    remove the software and refund the license charge pertaining thereto 
    (less reasonable depreciation for any period of use) and any 
    transportation costs separately paid by Customer.  The foregoing states 
    the entire liability of GE Fanuc for patent and copyright infringement 
    by the Licensed Software or any part thereof.

    5.2 The indemnity under the preceding paragraph shall not apply to any 
    use of Application Software in conjunction with any other product in a 
    combination not furnished by GE Fanuc as a part of this transaction.  
    As to any such use in such combination, GE Fanuc assumes no liability 
    whatsoever for patent and copyright infringement and Customer will hold 
    GE Fanuc harmless against any infringement claims arising therefrom.

6.  TERM AND TERMINATION
    6.1 You may terminate the license granted hereunder at any time by 
    destroying the Licensed Software together with all copies thereof and 
    notifying GE Fanuc in writing that all use of the Licensed Software has 
    ceased and that same has been destroyed.

    6.2 GE Fanuc, upon thirty (30) days notice, may terminate this Agreement 
    or any license hereunder if Customer fails to perform any obligation or 
    undertaking to be performed by it under this Agreement or if Customer 
    attempts to assign this Agreement without the prior written consent of GE
    Fanuc.  Within twenty (20) days after any such termination of this 
    Agreement, Customer shall certify in writing to GE Fanuc that all use of 
    the Licensed Software has ceased, and that same has been returned or 
    destroyed, in accordance with GE Fanuc's instructions.

    6.3 Sections 4, 6 and 7 of this Agreement shall survive any expiration or
    termination and remain in effect.  Termination of this Agreement or any 
    license hereunder shall not relieve Customer of its obligation to pay any
    and all outstanding charges hereunder nor entitle Customer to any refund 
    of such charges previously paid.

7.  EXPORT
    7.1 If you intend to export (or reexport), directly or indirectly, the 
    software products or technical information relating thereto supplied 
    hereunder or any portion thereof, it is your responsibility to assure 
    compliance with U.S. export control regulations and, if appropriate, to 
    secure any required export licenses in your own name.

8.  GENERAL
    8.1 This Agreement shall be governed by the laws of the State of Delaware,
    without regard to its conflict of law provisions.  The provisions of the 
    United Nations Convention on the International Sale of Goods shall not 
    apply to this Agreement. Should you have any questions concerning this 
    Agreement, you may contact GE Fanuc by writing to:  
    GE Fanuc, One Columbia Circle, Albany, NY 12203.

    YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, 
    UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND 
    CONDITIONS. YOU FURTHER AGREE THAT IT IS THE COMPLETE AND 
    EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US AND 
    SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, 
    AND ANY OTHER COMMUNICATIONS BETWEEN US RELATING TO THE 
    SUBJECT MATTER OF THIS AGREEMENT. FURTHER, NO CHANGE OR 
    AMENDMENT TO THIS AGREEMENT SHALL BE EFFECTIVE UNLESS 
    AGREED TO BY WRITTEN INSTRUMENT SIGNED BY A DULY 
    AUTHORIZED REPRESENTATIVE OF GE FANUC.