                       SOFTWARE LICENSE  AGREEMENT
                         InterStream MPEG Player


THIS SOFTWARE LICENSE AGREEMENT ("Agreement") is entered into between
INTERSTREAM, INC., a Delaware corporation ("Licensor"), and you, the licensee.

LICENSOR'S PROGRAM IS COPYRIGHTED AND LICENSED (NOT SOLD). LICENSOR DOES NOT
SELL OR TRANSFER TITLE TO THE LICENSED PROGRAM TO YOU.

1.  License.   Licensor grants you a nonexclusive license to use the computer
program (in machine-readable form) referred to at the top of this Agreement
(the "Licensed Program"), subject to the following terms and conditions.

2.  Scope of Rights.   This Agreement permits you to:

2.1  At your own facilities at the locations indicated in the License Request
Form, install and use the Licensed Program on one or more of your own computers
or file servers (for use only on your single computer network indicated in the
License Request Form), provided the number of concurrent users of the Licensed
Program does not exceed the authorized number of concurrent users indicated in
the License Request Form.  All use of the Licensed Program is restricted to use
for serving the internal needs of your business only; and

2.2  Make one copy of the Licensed Program in machine-readable form, for
nonproduction backup purposes only and only for operation on the authorized
computer network, provided that Licensor's proprietary legend is included.

All rights not specifically granted to you by Licensor in this Agreement are
reserved to Licensor.

3.  Fees and Payments.   You are solely responsible for payment of any taxes
(including sales or use taxes, intangible taxes, and property taxes) resulting
from your acceptance of this license and your possession and use of the
Licensed Program, exclusive of taxes based on Licensor's income. Licensor
reserves the right to have you pay any such taxes as they fall due to Licensor
for remittance to the appropriate authority. You agree to hold harmless
Licensor from all claims and liability arising from your failure to report or
pay such taxes.

Licensor reserves the right to change its support and maintenance fees on
advance notice to you (to apply on a prospective basis only).

4.  Support.   If you elect to receive support of the Licensed Program from
Licensor and pay Licensor the applicable support fees, Licensor shall support
the Licensed Program in the manner specified below. However, Licensor offers
support only for the most current version of the Licensed Program issued by
Licensor from time to time, so you must make sure to obtain and substitute or
incorporate all new releases or fixes issued by Licensor pursuant to its
support program.  Under Licensor's support program Licensor shall provide to
you all modifications to the Licensed Program in the form of fixes and further
releases that Licensor makes generally available to all end-users.  Licensor
reserves the option to require the payment of an additional fee if subs tantial
additional functions or improved performance are provided.  Such modifications,
when delivered, shall become part of the Licensed Program and shall be subject
to all the terms of this Agreement.

5.  Your Responsibilities.   You are responsible for selecting an operator who
is qualified to operate the Licensed Program on your own equipment and is
familiar with the information, calculations, and reports that serve as input
and output of the Licensed Program. Licensor reserves the right to refuse
assistance or to charge additional fees if an operator seeks assistance with
respect to such basic background information or any other matters not directly
relating to the operation of the Licensed Program.

The Licensed Program is designed for use with peripheral equipment and
accessories not provided by Licensor.  Licensor assumes no responsibility
under this Agreement for obtaining or providing such equipment. You are also
responsible for ensuring a proper environment and proper utilities for the
computer or computer network on which the Licensed Program will operate.

6.  Proprietary Protection and Restrictions.   Licensor shall have sole and
exclusive ownership of all right, title, and interest in and to the Licensed
Program and all modifications and enhancements thereof (including ownership of
all trade secrets and copyrights pertaining thereto), subject only to the
rights and privileges expressly granted to you herein by Licensor. This
Agreement does not provide you with title or ownership of the Licensed Program,
but only a right of limited use. You must keep the Licensed Program free and
clear of all claims, liens, and encumbrances.

You may not use, copy, modify, or distribute the Licensed Program
(electronically or otherwise), or any copy, adaptation, transcription, or
merged portion thereof, except as expressly authorized by Licensor. You may not
reverse assemble, reverse compile, or otherwise translate the Licensed Program.

Your rights may not be transferred, leased, assigned, or sublicensed except for
a transfer of the Licensed Program in its entirety to a successor in interest
of your entire business who assumes the obligations of this Agreement or any
other party who is reasonably acceptable to Licensor, enters into a substitute
version of this Agreement, and pays an administrative fee.  No service bureau,
outsourcing, or time-sharing arrangement is permitted, except as expressly
authorized by Licensor.  You may permit third parties to access the Licensed
Program solely on your behalf for the use authorized under this Agreement
provided such third party remains under your direction and control, agrees to
comply with the terms of this Agreement and provided you notify Licensor in
writing of the identity of such third party prior to allowing such access.

You may not install the Licensed Program in any other computer or computer
network without Licensor's express authorization obtained in advance. If you
use, copy, or modify the Licensed Program or if you transfer possession of any
copy, adaptation, transcription, or merged portion of the Licensed Program to
any other party in any way not expressly authorized by Licensor, your license
is automatically terminated.

You hereby authorize Licensor to enter your premises in order to inspect the
Licensed Program and related records of usage in any reasonable manner during
regular business hours to audit compliance with the terms hereof.



You acknowledge that, in the event of your breach of any of the foregoing
provisions, Licensor will not have an adequate remedy in money or damages.
Licensor shall therefore be entitled to obtain an injunction against such
breach from any court of competent jurisdiction immediately upon request.
Licensor's right to obtain injunctive relief shall not limit its right to seek
further remedies.

7.  Limited Warranty and Limitation of Liability.   Licensor warrants,  for
your benefit alone, that the media on which the Licensed Program is provided
shall be free from defects in materials and  workmanship under normal use for
a period of thirty (30) days from your receipt of the Licensed Program.

As your exclusive remedy for any breach of the foregoing warranty, Licensor
shall either repair or replace the Licensed Program media. In the event
Licensor does not repair such defect or replace the Licensed Program after it
has had a reasonable opportunity to do so, your exclusive remedy shall be the
refund of the amount paid as the license fee for the Licensed Program. Licensor
shall not be obligated to remedy any defect in the Licensed Program media, if
the Licensed Program has been misused or damaged in any respect, or if you have
not reported to Licensor the existence and nature of such defect promptly upon
discovery thereof.

EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 7, LICENSOR DISCLAIMS ANY AND ALL
PROMISES, REPRESENTATIONS, AND WARRANTIES WITH RESPECT TO THE LICENSED PROGRAM,
EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ITS CONDITION, ITS
CONFORMITY TO ANY REPRESENTATION OR DESCRIPTION, THE EXISTENCE OF ANY LATENT OR
PATENT DEFECTS, ANY NEGLIGENCE, AND ITS MERCHANTABILITY OR FITNESS FOR A
PARTICULAR USE. Specifically by way of example and not limitation, Licensor
expressly disclaims and negates any warranty that: (a) the functions performed
by the Licensed Program will meet Licensee's requirements or will operate in
the combinations that may be selected for use by Licensee or will achieve the
results desired by Licensee; (b) the operation of the Licensed Program will be
uninterrupted or error free in all circumstances; or (c) any or all defects in
the Licensed Program will be corrected.

The cumulative liability of Licensor to you for all claims relating to the
Licensed Program and this Agreement, including any cause of action sounding in
contract, tort, or strict liability, shall not exceed the total amount of all
license fees paid to Licensor hereunder. This limitation of liability is
intended to apply without regard to whether other provisions of this Agreement
have been breached or have proven ineffective. Licensor shall have no liability
for loss of data or documentation, it being understood that you are responsible
for reasonable backup precautions.

IN NO EVENT SHALL LICENSOR BE LIABLE FOR ANY LOSS OF PROFITS; ANY INCIDENTAL,
SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES; OR ANY CLAIMS OR DEMANDS BROUGHT
AGAINST YOU, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
CLAIMS OR DEMANDS. THIS LIMITATION UPON DAMAGES AND CLAIMS IS INTENDED TO APPLY
WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED
OR HAVE PROVEN INEFFECTIVE.

8.  Term of Agreement; Termination.   Your license of the Licensed Program
shall continue on a perpetual basis unless and until you breach any provision
of this Agreement.  In the event of such breach, this Agreement and the license
action on the part of Licensor.  Upon termination of this Agreement, all rights
granted to you will terminate and revert to Licensor. Promptly upon termination
of this Agreement for any reason or upon discontinuance or abandonment of your
possession or use of the Licensed Program, you must return or destroy, as
requested by Licensor, all copies of the Licensed Program in your possession
(whether modified or unmodified), and all other materials pertaining to the
Licensed Program (including all copies thereof). You agree to certify your
compliance with such restriction upon Licensor's request.

9.  Binding Arbitration.  All disputes, disagreements or other claims between
the parties, whether arising in contract, tort, or otherwise, shall be finally
settled by binding arbitration in Dallas, Texas before a neutral arbitrator
appointed by and acting pursuant to the Commercial Rules of the American
Arbitration Association. In no event will the arbitrator(s) have the  power to
include any element of punitive damages or incidental or consequential damages
in the arbitration award.  Judgment on the arbitration award in accordance with
this Agreement may be entered in any state or federal court of competent
jurisdiction.

10.  Notice to Government End Users.  If the Licensed Program is licensed under
the terms of a: GSA contract - use, reproduction or disclosure is subject to
the restrictions set forth in the applicable ADP Schedule contract; DOD
contract - use, duplication or disclosure by the Government is subject to
restrictions as set forth in subparagraph (c)(1)(ii) of 252.227-7013; Civilian
Agency contract - use, reproduction or disclosure is subject to 52.227-19(a)
through (d) and restrictions set forth in this Agreement.

11.  Miscellaneous.   This Agreement shall be governed by and construed in
accordance with the laws of the State of Texas, other than the conflicts of
law provisions thereof.

No modification of this Agreement shall be binding unless it is in writing and
is signed by an authorized representative of the party against whom enforcement
of the modification is sought.

References to your use or benefit include any subsidiaries you may own directly
or indirectly by more than fifty percent (50%), provided that, to the extent of
their use and benefit, they comply with the restrictions herein.

Any notices required or permitted under this Agreement shall be in writing and
delivered in person or sent by registered or certified mail, return receipt
requested, with proper postage affixed.

In the event that any of the terms of this Agreement is or becomes or is
declared to be invalid or void by any court or tribunal of competent
jurisdiction, such term or terms shall be null and void and shall be deemed
severed from this Agreement and all the remaining terms of this Agreement shall
remain in full force and effect.

THIS AGREEMENT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF LICENSOR'S
OBLIGATIONS AND RESPONSIBILITIES TO YOU AND SUPERSEDES ANY OTHER PROPOSAL,
REPRESENTATION, OR OTHER COMMUNICATION BY OR ON BEHALF OF LICENSOR  RELATING TO
THE SUBJECT MATTER HEREOF.
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