License Grant/Warranty for Software
-----------------------------------

This License describes limited rights granted by SafeNet, Inc. 
and/or one of its subsidiaries (such grantor, "Seller") to the Buyer.

A.	The term "Software", as used herein, shall mean a program or programs 
consisting of machine readable logical instruction and tables of information 
designed as libraries or drivers to work in conjunction with Seller's Sentinel 
Keys ("Products").  Title to all Software furnished to Buyer hereunder shall 
remain in Seller. Seller grants to Buyer a non-exclusive, non-transferable 
(except as otherwise provided herein) license to use the Software identified 
herein.


B.	License and Distribution Rights.

(i) During the term of this Agreement, Seller grants to Buyer, and Buyer 
accepts from Seller, a non-exclusive, non-transferable, paid-up license to use 
the Software in conjunction with the Products that Buyer will have purchased 
from Seller. Buyer is licensed to (a) modify the Software for the sole purpose 
of integrating the Software with Buyer's application and merge the Software 
with other programs, and (b) copy the Software for Buyer's internal use and 
to distribute the Software to Buyer's customers provided that Buyer enters 
into an agreement with such customers to treat the Software as confidential 
and proprietary and to limit the use of the Software to Products sold to such 
customers by Buyer.

(ii) No right or license shall be implied by estoppel or otherwise, other 
than the rights and license expressly granted in this Agreement. All ownership 
rights, title, and interest in the Software are and shall remain with Seller 
subject, however, only to the license specifically granted herein.

(iii) Any and all trademarks and trade names which Seller uses in connection 
with the license granted hereunder are and shall remain the exclusive property 
of Seller. This Agreement gives Buyer no right therein except a limited license 
to reproduce trademarks and trade names as necessary for and for the sole 
purpose of allowing Buyer to use the Software in conjunction with the Products 
that Buyer will purchase from Seller.

(iv) Buyer agrees that it will not copy, modify or reproduce the Software 
in any way except as provided for herein. Buyer agrees to notify Seller promptly 
of any circumstances of which Buyer has knowledge relating to any unauthorized 
use or copying of the Software by any person or entity not authorized to do so. 
Buyer agrees to take, at Buyer's expense, but at Seller's option and under 
Seller control and discretion, any legal action necessary to prevent or stop 
the unauthorized use of the Software by any third party or entity who or which 
has accessed the Software due in substantial part to Buyer's fault or negligence.

(v)  If Buyer fails to observe any of the foregoing conditions and limitations 
upon the use of the Software, Seller shall have the right to terminate this 
license, in addition to its other remedies under law and equity. 

C.   Term

This License Agreement shall remain in full force so long as Buyer is 
distributing the Software with Seller's Products.

D.   Limited Warranty

(i)  Seller's exclusive warranty is that, for a period of thirty (30) days 
from delivery to Buyer, the media containing the Software shall be free of 
defects and the Software shall conform to Seller's published applicable 
specifications.  If the media or any Software furnished hereunder is not in 
conformance with this warranty, Seller shall, at its expense, repair or modify, 
or at its option, replace such media or Software.

(ii) The above warranties are contingent upon the proper use of the Products 
and Software in accordance with Seller's specifications and instructions and 
do not apply to Software (i) on which the original proprietary notices have 
been removed or altered, or (ii) to defects or failures due to (a) modifications 
made by any person other than Seller, (b) accident, neglect or misuse by Buyer 
or its customers, (c) failure or defects of electrical power or external 
electrical circuitry, or (d) the use therewith of items not provided or 
approved by Seller.

(iii) THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER WARANTIES NOT EXPRESSLY 
SET FORTH HEREIN, AND SELLER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS 
OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF 
MERCHATIBILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ARISING FROM COURSE OF 
PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE.
	
E.  EXPORT CONTROL
Since the Software is subject to the export control laws of the United States, 
you may not export or re-export the Software without the appropriate United 
States and foreign government licenses. You shall otherwise comply with all 
applicable export control laws and shall defend, indemnify and hold Seller, 
Seller's affiliates and all Seller's suppliers harmless from any claims arising 
out of your violation of such export control laws.

F.  LIMITATION OF LIABILITY

NEITHER SELLER NOR ITS AFFILIATES OR SUPPLIERS SHALL IN ANY EVENT BE LIABLE FOR 
ANY DAMAGES WHATSOEVER ARISING OUT OF OR RELATED TO THE USE OF OR INABILITY TO 
USE THE SOFTWARE, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, SPECIAL, 
INCIDENTAL, OR CONSEQUENTIAL DAMAGES, AND DAMAGES FOR LOSS OF BUSINESS PROFITS, 
BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS, 
EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER 
SUCH LIABILITY IS BASED ON CONTRACT, TORT, WARRANTY, OR ANY OTHER LEGAL OR 
EQUITABLE GROUNDS.

G.  ENTIRE AGREEMENT  

This License Agreement constitutes the entire agreement between Seller and 
Buyer pertaining to its subject matter.  This License Agreement is governed by 
the laws of the State of Delaware.  Any litigation arising from this license 
will be pursued only in the state or federal courts located in the State of 
Maryland.

