DISTRIBUTION LICENSE

IMPORTANT NOTICE -- READ CAREFULLY: THIS DISTRIBUTION LICENSE IS THE
AGREEMENT THAT GOVERNS USE OF THE SOFTWARE AND ASSOCIATED MATERIALS
PROVIDED HEREIN. BY DOWNLOADING, INSTALLING, COPYING, OR OTHERWISE
USING THE SOFTWARE, YOU EXPRESSLY AGREE TO BE BOUND BY THE TERMS OF
THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS
SET FORTH IN THIS AGREEMENT, YOU MAY NOT INSTALL, USE, OR DISTRIBUTE THE
SOFTWARE.

1) Subject to all of the terms set forth herein, NVIDIA Corporation
("NVIDIA") hereby grants a non-exclusive, worldwide, royalty-free license
("License") to the distributor or publisher ("Distributor") set forth below
to use, reproduce, distribute, publicly display, and publicly perform
NVIDIA's software comprising its Cg Toolkit, including CgFX, any associated
documentation, and any portions thereof provided by NVIDIA (all together,
each apart, referred to herein as "Software") by incorporating the Software
into Distributor's software or published works ("Works") and any advertising
and promotional materials relating thereto.

2) NVIDIA represents that the Software is either owned by NVIDIA or that, to
the best of NVIDIA's knowledge, it has full authority from the owner of
items incorporated into the Software to grant the rights set forth in this
License and that such items do not violate the copyright, trademark, or any
other rights of any third party.

3) Distributor agrees that the Software is proprietary information of NVIDIA
and that NVIDIA owns all right, title and interest therein. There are no
implied licenses under this License, and any rights not expressly granted
are reserved by NVIDIA. The Software is protected by copyright laws and
international copyright treaties, as well as other intellectual property
laws and treaties. The Software is not sold, and instead is only licensed
for use, strictly in accordance with this License. Distributor agrees not to
disassemble, decompile or reverse engineer the Software in whole or in
part. All copies of the Software shall contain NVIDIA's proprietary rights
notices as provided therein. Distributor shall not remove or modify any such
proprietary rights notices of NVIDIA. This License will automatically
terminate if Distributor fails to comply with any of the terms and
conditions hereof. In such event, Distributor must cease reproducing,
distributing, or otherwise using the Software and destroy all copies
thereof.

4) NVIDIA will not be responsible for providing maintenance and support to
Distributor, its customers, or any other end users for the Software or Works
distributed by Distributor or others.

5) THE SOFTWARE IS PROVIDED BY NVIDIA TO DISTRIBUTOR "AS IS." NVIDIA
DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION
IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, AND NONINFRINGEMENT.

6) IN NO EVENT SHALL NVIDIA BE LIABLE FOR ANY SPECIAL, INCIDENTAL,
INDIRECT, OR CONSEQUENTIAL DAMAGES (WHETHER IN AN ACTION IN CONTRACT OR
TORT) WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF
BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR
ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE
SOFTWARE OR IN CONNECTION WITH THIS LICENSE, EVEN IF NVIDIA HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY
NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
NVIDIA SHALL HAVE NO CONTRACTUAL OBLIGATION TO INDEMNIFY DISTRIBUTOR
UNDER THIS LICENSE. DISTRIBUTOR AND/OR ITS CUSTOMERS ASSUME THE ENTIRE
COST OF ANY DAMAGE, LOSS, OR EXPENSE RESULTING FROM THEIR USE OR
EXPLOITATION OF THE SOFTWARE.

7) Distributor may not assign, sublicense, or otherwise attempt to transfer
this License or any right or obligation hereunder without NVIDIA's prior
written consent.

8) The export of the Software may be subject to the export control laws of
the United States of America and/or other countries, and Distributor agrees
to abide by all such export control laws and regulations.

9) If any provision of this License is held to be invalid or unenforceable
for any reason, the remaining provisions will continue in full force without
being impaired or invalidated in any way.

10) No term or provisions hereof shall be deemed waived, and no breach
excused, unless such waiver or consent is in writing and signed by the party
claimed to have waived or consented. The waiver by either party of a breach
of any provision of this License will not operate or be interpreted as a
waiver of any other or subsequent breach.

11) This License will be governed and construed in accordance with the laws
of the State of California without giving effect to principles of conflict
of laws. Any suit or controversy arising hereunder shall be brought in the
federal or state courts located in Santa Clara County, California, and each
party submits to the venue and jurisdiction thereof. The United Nations
Convention on Contracts for the International Sale of Goods is specifically
disclaimed.

12) This License constitutes the final, complete, and exclusive agreement
between the parties with respect to the subject matter hereof and supersedes
any previous proposals, negotiations, agreements, letters of intent,
arrangements, or warranties, whether verbal or written, made between the
parties with respect to such subject matter. This License may be changed
only by mutual agreement in writing of the authorized representatives of the
parties.
