CYBIKO SOFTWARE DEVELOPMENT KIT, STANDARD EDITION
SDK DEVELOPER AGREEMENT
This Agreement is entered into between Cybiko, Inc. ("Cybiko") and 
you ("Developer" or "You").

The Cybiko Software Development Kit ("CySDK") contains the copyrighted and
proprietary property of Cybiko. This Agreement grants You certain limited
rights to modify, reproduce, and use the information and software contained
within the CySDK in exchange for Your expressly agreeing to the terms and
conditions of this Agreement. Your downloading of the CySDK indicates Your
acceptance of the terms of this License Agreement. 

1. The Software Development Kit
This Agreement applies to all information and software that is included in or
distributed with the CySDK including without limitation all source code, the
Application Programming Interface, drivers, sample applications, and additional
code and information.  All such materials and information shall be considered
part of the CySDK.

2. Your Rights Under This Agreement
By agreeing to this Agreement, You are granted the rights to: (i) use
one (1) copy of the CySDK; and (ii) modify or adapt such copy of the CySDK, or
any part(s) thereof, solely to create software application programs for use
with the Cybiko Operating System ("Derivative Works"). Subject to ownership of
the CySDK by Cybiko and/or its licensors and Your compliance with this
Agreement, You will own any original component of the Derivative Works.

3. Copyright Statement
The CySDK is owned by Cybiko and/or its licensors and is protected by United
States copyright laws, international treaty provisions and other applicable
intellectual property laws. Cybiko and/or its licensors retain all intellectual
property and other proprietary rights in and to the CySDK, and reserve all
rights that are not specifically granted to You in this Agreement. 

4.  Confidentiality
The CySDK may include trade secrets and other confidential information of
Cybiko and/or its licensors.  Except as permitted by this Agreement, You will
not disclose or otherwise make available the CySDK (whether of not modified by
You) to any person.  The obligations in this Section shall survive any
termination or expiration of this Agreement.

5. Your Obligations Under This Agreement
Any Derivative Work that You create must display to the user a conspicuous
statement stating that the Derivative Work incorporates the proprietary and
confidential of Cybiko and/or its licensors ("Statement"). The Statement should
appear in a startup screen of the Derivative Work for at least three (3)
seconds when a user loads and/or begins using a Derivative Work.  The Statement
shall be in the following form:

"Cybiko SDK (c) 2001 by Cybiko, Inc. "


6. Restrictions To Your Rights Under This Agreement
YOU AGREE NOT TO DISCLOSE, DISTRIBUTE, PUBLISH, SUBLICENSE, SELL, TRANSFER OR
USE THE CYSDK OR ANY DERIVATIVE WORK EXCEPT AS SPECIFICALLY AUTHORIZED BY THIS
AGREEMENT.

You understand that the sale or distribution of the CySDK, for charge or
otherwise, or sale of any Derivative Work is a breach of the terms and
conditions of this Agreement and a violation of United States copyright laws,
international treaty provisions and other applicable intellectual property laws.
Any such breach or violation will entitle Cybiko to seek any remedies available
to it, including without limitation any actions for injunctive relief or
damages.

7. Support
Cybiko has no obligation to provide support of any kind to You or any other
party for use of the CySDK or any Derivative Work.  Cybiko may at its sole
discretion make upgrades and updates to the CySDK (collectively, "Updates")
available to You. Such Updates will be considered part of the CySDK. 

8. Disclaimer of Warranty and Liability
THE CYSDK IS PROVIDED TO YOU "AS IS" AND WITHOUT WARRANTIES, REPRESENTATIONS,
CONDITIONS OR GUARANTEES OF ANY KIND, EITHER EXPRESS OR IMPLIED, ARISING BY LAW,
CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS BY CYBIKO OR ANY THIRD PARTY, OR
OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, TITLE OR
NON-INFRINGEMENT.

CYBIKO, ITS LICENSORS, ITS OR THEIR AFFILIATED ENTITIES OR ITS OR THEIR
OFFICERS, DIRECTORS, EMPLOYEES, REPRESENTATIVES, AGENTS OR CONTRACTORS
(COLLECTIVELY, "CYBIKO PARTIES") WILL NOT BE LIABLE TO YOU FOR DAMAGES, LOSSES
OR LIABILITY OF ANY KIND ARISING OUT OF THIS AGREEMENT OR THE USE OF THE
CYSDK OR ANY DERIVATIVE WORK. YOU UNDERSTAND THAT THE CYSDK HAS BEEN PROVIDED
TO YOU FREE OF CHARGE, AND YOU AGREE THAT YOUR USE OF THE CYSDK AND ANY
DERIVATIVE WORK WILL BE ENTIRELY AT YOUR OWN RISK. IN NO EVENT SHALL THE CYBIKO
PARTIES BE LIABLE FOR ANY DAMAGES, LOSS OR LIABILITY WHATSOEVER, WHETHER BASED
ON CONTRACT, TORT, WARRANTY OR OTHER LEGAL OR EQUITABLE GROUNDS, INCLUDING,
WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION,
LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS, ARISING OUT OF THE USE
OF OR INABILITY TO USE THE CYSDK OR ANY DERIVATIVE WORK, EVEN IF ANY OR ALL
CYBIKO PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE, LOSS OR
LIABILITY. THIS EXCLUSION AND LIMITATION WILL NOT APPLY ONLY IF AND TO THE
EXTENT THAT APPLICABLE LAW REQUIRES LIABILITY BEYOND AND DESPITE THIS EXCLUSION
AND LIMITATION.

9. Indemnity
You shall indemnify, defend and hold Cybiko and the Cybiko Parties harmless
from and against any claims or lawsuits (including reasonable attorneys fees)
that arise or result from Your use of the CySDK or use or distribution of the
Derivative Works. 

10. Termination
Cybiko may terminate this Agreement at any time if You are in material breach
of any of its terms and conditions or upon thirty (30) days prior notice. Upon
termination, You shall immediately destroy the CySDK or return all copies of
the CySDK to Cybiko or its designee. Sections 3-14 will survive any termination
or expiration of this Agreement.

11. U.S. Government Restricted Rights
The CySDK is provided with "RESTRICTED RIGHTS." Use, duplication, or disclosure
by the government is subject to restrictions as set forth in FAR 52.227-14 and
DFARS 252.227-7013 et. seq. or its successor. The use of this product by the
Government constitutes acknowledgment of Cybiko's and/or its licensors'
proprietary rights in the CySDK. 

12.  Export
You acknowledge that the CySDK and all related technical information, documents
and materials are subject to export controls under the U.S. Export
Administration Regulations.  You will (i) comply strictly with all legal
requirements established under these controls, (ii) cooperate fully with
Cybiko in any official or unofficial audit or inspection that relates to
these controls (iii) not export, re-export, divert or transfer, directly or
indirectly, any such item or direct products thereof to Afghanistan, Cuba,
Iran, Iraq, Libya, North Korea, Sudan, Syria, or the Federal Republic of
Yugoslavia (Serbia only) or any country that is embargoed by Executive order,
unless You have obtained the prior written authorization of Cybiko and the U.S.
Commerce Department and (iv) indemnify Cybiko and the Cybiko Parties from all
damages, costs, losses and expenses (including reasonable attorney's fees) that
any such party may suffer or incur as a consequence of Your breach of this
Section.  Upon notice to You, Cybiko may modify this list to conform to changes
in the U.S. Export Administration Regulations.

13. Applicable Law and Notice
Any claim arising under or relating to this Agreement shall be governed by the
internal substantive laws of the State of Illinois without regard to principles
of conflict of laws.  Any such claim shall be brought in the state or federal
courts located in Cook County, Illinois. Each party hereby agrees to
jurisdiction and venue in the courts located in the State of Illinois for all
disputes and litigation arising under or relating to this Agreement. 

14. Severability.
The terms and conditions stated in this Agreement are declared to be severable.
If any paragraph, provision, or clause in this Agreement shall be found or be
held to be invalid or unenforceable in any jurisdiction in which this Agreement
is being performed, the remainder of this Agreement shall be valid and
enforceable and the parties shall use good faith to negotiate a substitute,
valid, and enforceable provision which most nearly effects the parties' intent
in entering into this Agreement. 

15. Entire Agreement
This Agreement constitutes the complete and entire statement of all terms,
conditions and representations of the agreement between Cybiko and You with
respect to its subject matter and supersedes all prior agreements, writings or
understandings, whether oral or in writing. This Agreement may only be modified
or superseded by a writing signed by an authorized representative of Cybiko.

Copyright Cybiko, Inc. 1999-2001.