LIVINGSTON ENTERPRISES, INC.

SOFTWARE LICENSE AGREEMENT

Notice: The Livingston proprietary software (the "Software") that is
being made available to you, the individual or enterprise ("Customer"),
by way of this electronic distribution service via file transfer
protocol ("ftp"), is provided in strict accordance with the following
terms and conditions, which are an express condition of your acceptance
and use of this Software. By downloading the Software, you agree to and
accept the following terms and conditions. If you are not willing to
accept and be bound by these terms and conditions, then you are not
authorized to download and may not use the Software.

1. Software License. Livingston grants to Customer the non-exclusive,
non-transferable right and license to use, transmit, reproduce and/or
copy the Software for operation, administration, security, host device
emulation and client remote access purposes; provided however, that:
(a) such use of the Software must be made in conjunction with
Livingston Products, and (b) except for the "Remote Authentication Dial
In User Service" ("RADIUS(TM)") server software, which is provided to
Customer in source code form, use of the Software shall be restricted
to machine-executable (binary) form.

2. License Restrictions. Customer agrees that it will not attempt to
reverse engineer, decompile or disassemble any Livingston Software.
Customer further agrees that it will not sublicense, rent, lease or
assign any Livingston Software, except that Customer may assign the
Software with the Products to a designated third party, provided that
the assignee agrees to be bound to the terms and conditions contained
in this Agreement as a condition of such assignment.

3. Ownership and Copyright. The Software provided to Customer hereunder
is proprietary to Livingston and is protected by copyright, under the
United States copyright laws and certain international treaties.
Customer acknowledges and agrees that it is acquiring only the right to
use the Software as provided for hereunder, and that all ownership and
intellectual property rights not herein specifically granted to
Customer are expressly reserved by Livingston. Customer agrees that it
will not remove, modify or alter any copyright or other proprietary
rights notice contained on the Software, and will faithfully include
all such notices on any copies of the Software that it makes.

4. Limited Warranty/ Exclusive Remedies. Livingston warrants to the
benefit of Customer only, for a term of one (1) year from the date of
delivery of the Software to Customer, that under normal use and
service, that the Software will substantially perform the functions
described in the applicable Product User's Manual. Livingston does not
warrant that the Software will meet Customer's requirements or will
operate in combinations that Customer may select for use, or that the
operation of the Software will be uninterrupted or error-free, or that
all Software errors will be corrected.

Livingston's sole obligation and liability under this limited warranty
shall be, at Livingston's option, to remedy any substantial
non-performance of the Software to the functional descriptions set
forth in the applicable Product User's Manual. If Livingston is unable
to satisfy the foregoing limited warranty obligations during the
warranty term, then Livingston shall, upon Customer's written request
for termination of this Agreement and return or destruction of the
Software, refund to Customer all sums paid to Livingston for the
licensing of the Software hereunder. These are Customer's sole and
exclusive remedies for any breach of warranty. This limited warranty
gives you specific legal rights. You may have others, which vary from
state-to-state or country-to country.

5. Warranty Disclaimer. EXCEPT FOR THE EXPRESS LIMITED WARRANTY SET
FORTH IN SECTION 4 ABOVE, LIVINGSTON MAKES NO OTHER EXPRESS WARRANTIES.
TO THE EXTENT AUTHORIZED BY APPLICABLE LAW, LIVINGSTON SPECIFICALLY
DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY,
INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND
NON-INFRINGEMENT.

6. Limitation of Liability. Livingston's cumulative liability to
Customer, or any third party, for loss or damages resulting from any
claim, demand or action arising out of or relating to this Agreement or
the use of Livingston Software, shall not exceed the amount paid to
Livingston for the licensing of the Software. IN NO EVENT SHALL
LIVINGSTON BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL,
CONSEQUENTIAL OR EXEMPLARY DAMAGES OR LOST PROFITS, EVEN IF LIVINGSTON
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS
DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR SUCH DAMAGES,
SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

7. U.S. Government Restricted Rights. If the Software is acquired by or
on behalf of  a unit or agency of the United States Government, by GSA
or otherwise, then the Software is provided with RESTRICTED RIGHTS.
Use, duplication or disclosure by the Government is subject to
restrictions set forth in subparagraph (c)(1)(ii) of the Rights in
Technical Data and Computer Software clause at DFARS 252.227-7013, or
in subparagraphs (c)(1) and (2) of the Commercial Computer
Software--Restricted Rights, at 48 CFR 52.227-19, as applicable.
Manufacturer is Livingston Enterprises, Inc., 4464 Willow Road,
Pleasanton, California  94588. (510) 426-0770.

8. Export Law Assurances. Customer agrees and certifies that the
Software will not be shipped, transferred or re-exported, directly or
indirectly, into any country prohibited by the United States Export
Administration Act and the regulations promulgated thereunder, and that
use of the software will not be prohibited by such laws.

9. Term. This Agreement shall be effective upon delivery of the
Software and shall continue until terminated. Customer may terminate at
any time by discontinuing use of the Software. Livingston may terminate
this Agreement upon a material breach by Customer that remains uncured
for a period of thirty (30) days after notice to Customer by Livingston
specifying such material breach.

10. Integration; Governing Law. This Agreement represents the entire
Agreement between the parties hereto and supersedes any prior or
contemporaneous proposal, representation or understanding. All terms of
any Customer Purchase Order or other ordering document shall be
superseded by this Agreement. This Agreement shall be construed and
enforced in accordance with the laws of the State of California, U.S.A.
If the Products are distributed outside of the U.S.A., then the United
Nations Convention on Contracts for the International Sale of Goods is
expressly disclaimed and shall not apply to the performance or
interpretation of this Agreement.

