SONIC SOLUTIONS END-USER LICENSE AGREEMENT THIS IS A CONTRACT, PLEASE
READ IT CAREFULLY, BY INSTALLING THIS SOFTWARE YOU ACCEPT ALL THE TERMS
AND CONDITIONS OF THIS AGREEMENT, YOU WILL NOT BE ABLE TO USE THIS
SOFTWARE UNLESS YOU ACCEPT THIS AGREEMENT. BY USING THE SOFTWARE, YOU
ARE AGREEING TO BE BOUND BY THE TERMS OF THIS LICENSE.  IF YOU DO NOT
AGREE TO ANY TERM OR CONDITION, YOU MAY NOT INSTALL OR RUN THIS
SOFTWARE.

1.	License.  Sonic Solutions, a California corporation, ("Sonic")
hereby grants to the purchaser (hereafter "you") a personal,
non-exclusive, non-transferable license (the "License"), without the
right to sublicense, to use the application, installation, utility,
system, upgrade or other software accompanying this License, whether on
disk, in read only memory, or on any other media (the "Sonic Software"),
the related documentation and materials.  The Sonic Software is licensed
for use in object code form only, for your internal use and only on a
specific hardware system.  The Sonic Software is licensed, not sold, to
you by Sonic.  You own the media on which the Sonic Software is recorded
but Sonic and/or Sonic's licensor(s) retain title to the Sonic Software
and to any copies which this License authorizes you to make. You
acknowledge that Sonic and/or Sonic's licensor(s) (hereafter,
collectively referred to as "Sonic") retain all other ownership rights
connected with the Software, including, without limitation, all
copyrights, trademark rights, and all other intellectual property
rights.  You agree to refrain from any action which would diminish such
rights or would call them into question. You agree that this License
shall apply to any software provided to you by Sonic or Sonic's
representative as replacement or upgrade software to substitute for or
to be used in conjunction with the software accompanying this License.

2.	Permitted Uses and Restrictions.  This License allows you to
install and use the Sonic Software on a single Sonic-manufactured or
Sonic-approved hardware system at a time.  This License does not allow
the Sonic Software to exist on more than one hardware system at a time. 
You may make one copy of the Sonic Software in machine-readable form for
backup purposes only. The backup copy must include all copyright notices
and any other proprietary legends contained on the original copy of the
Sonic Software. You may use the Sonic Software in a networked
environment and transmit the Sonic Software from one hardware system to
another over a network so long as each hardware system which receives
the Sonic Software is the subject of a license for the Sonic Software it
receives.  Except as permitted by applicable law and this License, you
may not decompile, reverse engineer, disassemble, modify, rent, lease,
loan, distribute, create derivative works from the Sonic Software or
publish or transmit the Sonic Software over a network.  You may,
however, transfer your rights under this License, provided you transfer
the related documentation, this License, and a copy of the Sonic
Software to a party who agrees to accept the terms of this License and
destroy any other copies of the Sonic Software in your possession.  Your
rights under this License will terminate automatically without notice
from Sonic if you fail to comply with any term(s) of this License.

3.	Limited Warranty on Media.  Sonic warrants the media on which the
Sonic Software is delivered to be free from defects in materials and
workmanship under normal use for a period of ninety (90) days from the
date of original purchase.  Your exclusive remedy under this paragraph
shall be, at Sonic's option, a refund of the purchase price of the
product containing the Sonic Software or replacement of the Sonic
Software which is returned to Sonic or an Sonic authorized
representative.

THIS LIMITED WARRANTY AND ANY IMPLIED WARRANTIES ON THE MEDIA INCLUDING
THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF
ORIGINAL RETAIL PURCHASE.  SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS
ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THIS LIMITATION MAY NOT APPLY
TO YOU.  THE LIMITED WARRANTY SET FORTH HEREIN IS EXCLUSIVE AND IN LIEU
OF ALL OTHERS, WHETHER ORAL OR WRITTEN, EXPRESS, OR IMPLIED.  SONIC
SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES.  THIS LIMITED WARRANTY
GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS
WHICH VARY BY JURISDICTION.

4.	Disclaimer of Warranty on Sonic Software.  You expressly
acknowledge and agree that use of the Sonic Software is at your sole
risk.  The Sonic Software is provided "AS IS" and without warranty of
any kind and Sonic

EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT
NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS
FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SONIC SOFTWARE.  SONIC DOES
NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SONIC SOFTWARE WILL MEET
YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE SONIC SOFTWARE WILL BE
UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SONIC SOFTWARE WILL
BE CORRECTED.  FURTHERMORE, SONIC DOES NOT WARRANT OR MAKE ANY
REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SONIC
SOFTWARE OR RELATED DOCUMENTATION IN TERMS OF THEIR CORRECTNESS,
ACCURACY, RELIABILITY, OR OTHERWISE.  NO ORAL OR WRITTEN INFORMATION OR
ADVICE GIVEN BY SONIC OR AN SONIC AUTHORIZED REPRESENTATIVE SHALL CREATE
A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY.  SHOULD
THE SONIC SOFTWARE PROVE DEFECTIVE, YOU (AND NOT SONIC OR AN SONIC
AUTHORIZED REPRESENTATIVE) ASSUME THE ENTIRE COST OF ALL NECESSARY
SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE
EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO
YOU.

5.	Limitation of Liability.  UNDER NO CIRCUMSTANCES, INCLUDING
NEGLIGENCE, SHALL SONIC BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT,
OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS LICENSE. 
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF INCIDENTAL OR
CONSEQUENTIAL DAMAGES SO THIS LIMITATION MAY NOT APPLY TO YOU.  In no
event shall Sonic's total liability to you for all damages exceed the
amount paid for this to the Sonic Software.

6.	Export Law Restrictions.  You agree that the Sonic Software will
not be exported outside the United States except as authorized by United
States law.  You also agree that Sonic Software that has been rightfully
obtained outside of the United States shall not be exported except as
authorized by the laws of the United States and of the jurisdiction in
which the Sonic Software was obtained.

7.	Controlling Law and Severability.  This License shall be governed
by the laws of the United States and the State of California.  If for
any reason a court of competent jurisdiction finds any provision, or
portion thereof, to be unenforceable, the remainder of this License
shall continue in full force and effect.

8.	Complete Agreement.  This License constitutes the entire agreement
between the parties with respect to the use of the Sonic Software and
supersedes all prior or contemporaneous understandings regarding such
subject matter.  No amendment to or modification of this License will be
binding unless in writing and signed by Sonic.

9.	Content providers are using the Microsoft digital rights
management technology for Windows Media distributed with this software
("WM-DRM") to protect the integrity of their content ("Secure Content")
so that their intellectual property, including copyright, in such
content is not misappropriated. Portions of this software and other 3rd
party applications use WM-DRM to play Secure Content ("WM-DRM
Software"). If the WM-DRM Software's security has been compromised,
owners of Secure Content ("Secure Content Owners") may request that
Microsoft revoke the WM-DRM Software's right to copy, display and/or
play Secure Content. Revocation does not alter the WM-DRM Software's
ability to play unprotected content. A list of revoked WM-DRM Software
is sent to your computer whenever you download a license for Secure
Content from the Internet. Microsoft may, in conjunction with such
license, also download revocation lists onto your computer on behalf of
Secure Content Owners. Secure Content Owners may also require you to
upgrade some of the WM-DRM components distributed with this software
("WM-DRM Upgrades") before accessing their content. When you attempt to
play such content, WM-DRM Software built by Microsoft will notify you
that a WM-DRM Upgrade is required and then ask for your consent before
the WMDRM Upgrade is downloaded. Non-Microsoft WM-DRM Software may do
the same. If you decline the upgrade, you will not be able to access
content that requires the WM-DRM Upgrade; however, you will still be
able to access unprotected content and Secure Content that does not
require the upgrade. WM-DRM features that access the Internet, such as
acquiring new licenses and/or performing a required WM-DRM Upgrade, can
be switched off. When these features are switched off, you will still be
able to play Secure Content if you have a valid license for such content
already stored on your computer.