Happy Machines N.V.(3IVX) Conditional and non-exclusive Software License FOR
TESTING USE (Free).

PLEASE READ THIS SOFTWARE LICENSE AGREEMENT ("LICENSE") CAREFULLY BEFORE
DOWNLOADING/INSTALLING THE 3IVX SOFTWARE. BY DOWNLOADING/INSTALLING THE 3IVX
SOFTWARE YOU ARE AGREEING TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS LICENSE
AND 3IVX IS WILLING TO LICENSE THE SOFTWARE TO YOU. IF YOU DO NOT AGREE TO THE
TERMS AND CONDITIONS OF THIS LICENSE, 3IVX IS UNWILLING TO LICENSE THE SOFTWARE
TO YOU, AND YOU SHOULD DISCONTINUE THE DOWNLOAD/INSTALLATION PROCESS, AND IF
APPLICABLE: DESTROY ALL COPIES OF ANY DOWNLOADED/INSTALLED 3IVX SOFTWARE.

1. License. The software and documentation accompanying this License whether on
disk, in read only memory, on any other media or in any other form such as
downloadable file (the 3ivx Software) are licensed to you by 3ivx or its local
subsidiary, if any (3ivx) under the conditions mentioned in this Agreement. You
own the media on which the 3ivx Software is recorded but 3ivx and/or 3ivx's
licensor(s) retain title to the 3ivx Software. The 3ivx Software in this package
and any copies which this License authorizes you to make are subject to this
License.

2. Permitted Uses and Restrictions. This conditional and non-exclusive License
allows you to install and use the 3ivx Software on a single computer at a time,
and on one operating system only. This License does not allow the 3ivx Software
to exist on more than one computer at a time. You may make one copy of the 3ivx
Software in machine-readable form for backup purposes only. The backup copy must
include all copyright information contained on the original. You may not
decompile, reverse engineer, disassemble, modify, rent, lease, loan, sublicense,
distribute or create derivative works based upon the 3ivx Software in whole or
part or transmit the 3ivx Software over a network. THE 3IVX SOFTWARE IS NOT
INTENDED FOR USE IN THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR
COMMUNICATION SYSTEMS, OR AIR TRAFFIC CONTROL MACHINES IN WHICH CASE THE FAILURE
OF THE 3IVX SOFTWARE COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR
ENVIRONMENTAL DAMAGE. Your rights under this License will terminate automatically
without notice from 3ivx if you fail to comply with any term(s) of this License.

3. Product, Permitted Uses and Other Restrictions. The 3ivx Software developed by
Happy Machines N.V. consists of a number of encoder/decoder plug-ins for several
operating systems for compressing and decompressing moving images/related audio
and multimedia objects (Video) to the 3ivx data format (3ivx-files). The
plug-in you are downloading for this specific operating system is FOR TEST USE
ONLY. This conditional and non-exclusive License is ONLY VALID for the purpose
of the installing, preparing, compressing, decompressing, storage and displaying
3ivx-files on your PERSONAL COMPUTER for TESTING PURPOSES ONLY. This License is
NOT VALID for the displaying on your PERSONAL WEB SITE(S).

This License is NOT VALID for the installation, preparation, compression of video
files to 3ivx-files intended for and/or offered, displayed, distributed on or
through PERSONAL AND NON-PERSONAL WEB SITE(S) and/or transferred on or over
NETWORKS in general for PERSONAL OR NON-PERSONAL USE. This includes technical
networks (wired or wireless, private or public, intranet or extranet, local area
networks, wide area networks, interconnected or inter-connectable personal
computers, peer-to-peer networks etc.), commercial networks (membership websites,
broadcasting systems, syndicate, service providers, etc) and non-commercial
networks.

This License is NOT VALID for commercializing 3ivx-files over or through
electronic networks and/or business-models and/or distribution-channels (such as
but not limited to: set-top boxes, video-on-demand, pay-per-view, internet TV,
video-conferencing, interactive TV, videophone, surveillance systems, streaming
servers etc.).

This License is NOT VALID for offering and/or commercializing 3ivx-files over or
through any storage media (such as CD-ROM, DVD, Solid State media, hard disks
etc.).

By accepting this Agreement and by using the 3ivx Software you confirm
irrevocably that the limited use or the restrictions on the use of the 3ivx
Software does not infringe on your personal Constitutional rights of free speech
and personal freedom.

Note: if you do not have a validly licensed version of the Operating System
Software for which you will use the 3ivx plug-in, or you do not have a validly
licensed version of the supported software or other software in which you will
use the 3ivx Software or 3ivx-files you do not have the right to install the 3ivx
Software.

4. Limited Warranty on Media (if applicable). 3ivx warrants the media on which
the 3ivx Software is recorded to be free from defects in materials and
workmanship under normal use for a period of ninety (90) days from the date of
original retail purchase. Your exclusive remedy under this paragraph shall be, at
3ivx's option, a refund of the purchase price of the product containing the 3ivx
Software or replacement of the 3ivx Software which is returned to 3ivx or an 3ivx
authorized representative with a copy of the receipt. THIS LIMITED WARRANTY AND
ANY IMPLIED WARRANTIES ON THE MEDIA INCLUDING THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE LIMITED IN DURATION TO
NINETY (90) DAYS FROM THE DATE OF ORIGINAL RETAIL PURCHASE. SOME JURISDICTIONS DO
NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THIS LIMITATION
MAY NOT APPLY TO YOU. THE LIMITED WARRANTY SET FORTH HEREIN IS EXCLUSIVE AND IN
LIEU OF ALL OTHERS, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED. 3IVX
SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES. THIS LIMITED WARRANTY GIVES YOU
SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY BY
JURISDICTION.

5. Disclaimer of Warranty on 3ivx Software. You expressly acknowledge and agree
that use of the 3ivx Software is at your sole risk. The 3ivx Software is provided
AS IS and without warranty of any kind and 3ivx and 3ivx's licensor(s)
EXPRESSLY DISCLAIM ALL WARRANTIES AND/OR CONDITIONS, EXPRESS OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF
MERCHANTABILITY OR SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE AND
NONINFRINGEMENT OF THIRD PARTY RIGHTS. 3IVX DOES NOT WARRANT THAT THE FUNCTIONS
CONTAINED IN THE 3IVX SOFTWARE WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION
OF THE 3IVX SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE
3IVX SOFTWARE WILL BE CORRECTED. FURTHERMORE, 3IVX DOES NOT WARRANT OR MAKE ANY
REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE 3IVX SOFTWARE
OR RELATED DOCUMENTATION IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR
OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY 3IVX OR AN 3IVX
AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE
SCOPE OF THIS WARRANTY. SHOULD THE 3IVX SOFTWARE PROVE DEFECTIVE, YOU (AND NOT
3IVX OR AN 3IVX AUTHORIZED REPRESENTATIVE) ASSUME THE ENTIRE COST OF ALL
NECESSARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE
EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. THE
TERMS OF THIS DISCLAIMER DO NOT AFFECT OR PREJUDICE THE STATUTORY RIGHTS OF A
CONSUMER ACQUIRING 3IVX PRODUCTS OTHERWISE THAN IN THE COURSE OF A BUSINESS,
NEITHER DO THEY LIMIT OR EXCLUDE ANY LIABILITY FOR DEATH OR PERSONAL INJURY
CAUSED BY 3IVX'S NEGLIGENCE.

6. Disclaimer on Content in 3ivx-format. 3ivx, its officers, affiliates and
subsidiaries shall not, directly or indirectly, be liable, in any way, to you or
any other person for the content you receive using the 3ivx Software or for any
inaccuracies, errors in or omissions from the content.

7. Limitation of Liability. UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL
3IVX BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES
(INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR: LOSS OF PROFITS, LOSS OF
CONFIDENTIAL OR OTHER INFORMATION, BUSINESS INTERRUPTION, PERSONAL INJURY, LOSS
OF PRIVACY, FAILURE TO MEET ANY DUTY (INCLUDING OF GOOD FAITH OR OF REASONABLE
CARE), NEGLIGENCE, AND ANY OTHER PECUNIARY OR OTHER LOSS WHATSOEVER) ARISING OUT
OF OR RELATING TO THIS LICENSE. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF
INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THIS LIMITATION MAY NOT APPLY TO YOU. In
no event shall 3ivx's total liability to you for all damages exceed the amount of
five dollars ($5.00).

8. TERM AND TERMINATION. This Agreement shall continue until terminated. You may
terminate the Agreement at any time by deleting all copies of the Software. This
license terminates automatically if you violate any terms of the Agreement. Upon
termination you must promptly delete all copies of the Software. Sections 2, 3,
5, 6, 8, 9 and 11 shall survive termination.

9. CONTRACTING PARTIES. If the Software is installed on computers owned by a
corporation or other legal entity, then this Agreement is formed by and between
Happy Machines N.V. and such entity. The individual executing this Agreement
represents and warrants to Happy Machines N.V. that they have the authority to
bind such entity to the terms and conditions of this Agreement.

10. Controlling Law and Severability. If there is a local subsidiary of 3ivx in
the country in which the 3ivx Software License was obtained, then the local law
in which the subsidiary sits shall govern this License. Otherwise, this License
shall be governed by the laws of the Kingdom of Belgium. If for any reason a
court of competent jurisdiction finds any provision, or portion thereof, to be
unenforceable, the remainder of this License shall continue in full force and
effect.

11. Complete Agreement. This License constitutes the entire agreement between the
parties with respect to the use of the 3ivx Software and supersedes all prior or
contemporaneous understandings regarding such subject matter. No amendment to or
modification of this License will be binding unless in writing and signed by
Happy Machines N.V.. Happy Machines N.V. reserves the right to change terms and
conditions under which the 3ivx Software is offered. In case of such changes the
date of change will be indicated in the updated version per provision or portion
of provision.


COPYRIGHT  2001 BY 3IVX/HAPPY MACHINES N.V.. ALL RIGHTS RESERVED. 3IVX IS A
REGISTERED TRADEMARK.

HAPPY MACHINES N.V., Grote steenweg 408/19, B-2600 Antwerp, Belgium. E-mail:
legal@3ivx.com. Tel: +32-3-2816858 . Fax: +32-3-2302836.

BY DOWNLOADING/INSTALLING THE 3IVX SOFTWARE YOU ACKNOWLEDGE THAT YOU HAVE READ
THIS AGREEMENT, UNDERSTAND THE AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS AND
CONDITIONS.

[Version: July 03, 2001] \
