AEROFLY FS 2 SOFTWARE DEVELOPMENT KIT (SDK) LICENSE

Notice to user: THIS IS A LICENSE AGREEMENT BETWEEN YOU AND IPACS. BY
INSTALLING THIS SDK, YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THIS
LICENSE AGREEMENT. This License Agreement accompanies the Aerofly FS 2
Software Development Kit and includes any upgrades, modified versions,
updates, additions, and copies of the SDK licensed to you. This copy of
the SDK is licensed to you as the end user. If you do not agree to the
terms of this Agreement, do not use this SDK software.


1. DEFINITIONS

In this License Agreement, SDK means Sample Code, Tools, API
Information, Sample Models, documentation, including Documentation in
on-line format, and related items. This License Agreement does not
govern the use of IPACS Products. See the end user license agreements
accompanying the IPACS Products for governing terms. 'IPACS Products'
means IPACS's application programs, technologies and software such as
IPACS developed plug-ins which are or may be made available for
licensing to the general public, including any modified versions or
upgrades thereof. Only those items placed on your computer by executing
the SDK installer and/or otherwise manually downloaded by you are part
of this SDK. 'Sample Code' means software code that IPACS has included
for you to incorporate into your application programs. 'Sample Models'
means 3D models, bitmaps/textures, sounds and related items made
available with this SDK. 'Tools' refers to programs and utilities that
may be included for you to test, compile or convert your application
programs and models. 'Documentation' means any related explanatory
materials accompanying the SDK. 'Developer', you and your refer to any
person or entity acquiring or using the SDK under the terms of this
License Agreement.


2. ROYALTY-FREE LICENSE.

Subject to the restrictions contained in this Section 2, IPACS grants to
you a nonexclusive, nontransferable, royalty-free license to use the
items in the SDK only for the purpose of internal development of
application programs designed to function with IPACS products.

(a) Under this License Agreement, you may use, modify or merge all or
portions of the Sample Code with your application programs and
distribute it only as part of your products in object code form. Any
modified or merged portion of the Sample Code is subject to this License
Agreement. You may not assign your rights or obligations granted under
this License Agreement without the prior written consent of IPACS. Any
attempted assignment or transfer without such prior written consent from
IPACS shall be void and of no effect.

(b) You may use the Sample Models solely for the purpose of internal
development. You may not include any portion of the Sample Models in
your products. You may not sell, sublicense, rent, loan or lease any
portion of the SampleModels to any third party.

(b) Subject to the permissions in 2(a) and (b) above, you may use the
SDK solely for the purpose of internal development. You may not include
any portion of the SDK in your Developer products. You may not sell,
sublicense, rent, loan or lease any portion of the SDK to any third
party. You may not reverse engineer, decompile or disassemble any
portion of the SDK.

You may make a limited number of copies of the SDK to be used by your
employees as provided herein, and not for general business purposes, and
such employees or consultants shall be subject to the obligations and
restrictions in this License Agreement.


3. PROPRIETARY RIGHTS.

The examples contained in the SDK are the intellectual property of IPACS
and its suppliers. You agree to protect all copyright and other
ownership interests of IPACS and/or its suppliers in all items in the
SDK supplied under this License Agreement. You agree that all copies of
the items in the SDK, reproduced for any reason by you, contain the same
copyright notices, and other proprietary notices as appropriate, as
appear on or in the master items delivered by IPACS in the SDK. IPACS
and/or its suppliers retain title and ownership of the items in the SDK,
the media on which it is recorded, and all subsequent copies, regardless
of the form or media in or on which the original and other copies may
exist. Except as stated above, this License Agreement does not grant you
any rights to patents, copyrights, trade secrets, trademarks or any
other rights in respect to the items in the SDK.


4. TERMINATION.

This License Agreement is effective until terminated. IPACS has the
right to terminate this License Agreement immediately, without judicial
intervention, if you fail to comply with any term herein. Upon any such
termination you must remove all full and partial copies of the items in
the SDK from your computer and discontinue the use of the items in the
SDK.


5. DISCLAIMER OF WARRANTY.

IPACS licenses the SDK to Developer only on an 'as-is' basis. IPACS
makes no representation with respect to the adequacy of any items in the
SDK, whether or not used by you in the development of any products, for
any particular purpose or with respect to their adequacy to produce any
particular result. IPACS and its suppliers shall not be liable for loss
or damage arising out of this License Agreement or from the distribution
or use of Developers products containing portions of the SDK.

IPACS AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, EITHER EXPRESS OR
IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED CONDITIONS OR WARRANTIES
OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR
NONINFRINGEMENT OF ANY THIRD PARTY RIGHT IN RESPECT OF THE ITEMS IN THE
SDK OR ANY SERVICES RELATED TO THE SDK.

IPACS is under no obligation to provide any support under this License
Agreement, including upgrades or future versions of the SDK or any
portions thereof, to you or to any other party.


6. LIMITATION OF LIABILITY.

Notwithstanding any other provisions of this License Agreement, IPACS's
liability to you under this License Agreement shall be limited to the
amount paid by you for the SDK.

IN NO EVENT SHALL IPACS OR ITS SUPPLIERS BE LIABLE TO YOU FOR ANY
CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES INCLUDING DAMAGES FOR ANY
LOST PROFITS, LOST SAVINGS, LOSS OF DATA, COSTS, FEES OR EXPENSES OF ANY
KIND OR NATURE ARISING OUT OF ANY PROVISION OF THIS LICENSE AGREEMENT OR
THE USE OR INABILITY TO USE THE ITEMS IN THE SDK, EVEN IF AN IPACS
REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR
FOR ANY CLAIM BY ANY PARTY.


7. INDEMNIFICATION.

Developer agrees to indemnify, hold harmless, and defend IPACS from and
against any claims or lawsuits, including attorneys' fees, that arise or
result from the use and distribution of Developer's products that
contains or is based upon any portion of the SDK, provided that IPACS
gives Developer prompt written notice of any such claim, tenders to
Developer the defense or settlement of such a claim at Developer's
expense and cooperates with Developer, at Developer expense, in
defending or settling such claim.

YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND
AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER AGREE THAT IT
IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN YOU AND
IPACS RELATING TO THE USE OF THE SDK.