UPEK-SDK-EULA

                      END-USER LICENSE AGREEMENT
                                 for
                   UPEK, INC. SDK SOFTWARE PRODUCTS

                   IMPORTANT, PLEASE READ CAREFULLY

YOU MAY NOT INSTALL OR USE THIS UPEK SOFTWARE PRODUCT UNLESS YOU HAVE
CAREFULLY READ THE TERMS AND CONDITIONS SET FORTH BELOW AND INDICATE
YOUR ACCEPTANCE OF SUCH TERMS AND CONDITIONS BY CLICKING ON THE "I
ACCEPT" BUTTON AT THE END OF THIS SCREEN.

This End-User License Agreement ("EULA") represents the understanding
between UPEK, Inc. and its successors and assigns ("UPEK") and you
(either an individual person or a single legal entity, referred to in
this EULA as "You" or "Your") and governs the use of the UPEK software
product that accompanies this EULA, including any associated media,
printed materials and electronic documentation (the "Software
Product"), except to the extent a particular program is the subject of
a separate written agreement with UPEK. The Software Product may also
include any software updates, add-on components, stencils, templates,
shapes, symbols, web services and/or supplements that UPEK may provide
to You or make available to You, or that You obtain from the use of
features or functionality of the Software Product, after the date You
obtain Your initial copy of the Software Product (whether by delivery
of a CD, permitted downloading from the Internet or a dedicated web
site, or otherwise), to the extent that such items are not accompanied
by a separate license agreement or terms of use.

BY INSTALLING OR USING THE SOFTWARE PRODUCT, YOU ARE CONSENTING TO BE
BOUND BY THIS EULA. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND
CONDITIONS OF THIS EULA, THEN (A) DO NOT INSTALL OR USE THE SOFTWARE
PRODUCT, AND (B) YOU MAY RETURN THE SOFTWARE PRODUCT TO THE PERSON WHO
PROVIDED IT TO YOU FOR A FULL REFUND. Should You have any questions
concerning this EULA, or if You desire to contact UPEK for any reason,
please contact the UPEK subsidiary serving Your country/region.

1. GRANT OF LICENSE. Subject to the terms and conditions of this EULA
and Your payment of all applicable fees for the Software Product, UPEK
and its suppliers hereby grant to You, and You hereby accept a
nonexclusive license to install and use copies of the Software
Product, on a device, workstation, terminal, PC peripheral or other
digital, electronic or analog device embedding a UPEK fingerprint
sensor (a "UPEK-Enabled Device"), for the purpose of designing,
creating testing, and distributing Your software product(s). If this
Software Product contains documentation that is provided only in
electronic form, You may print one copy of such electronic
documentation; provided, however, that You may not copy the printed
materials accompanying the Software Product.

2. ADDITIONAL LICENSE RIGHTS - REDISTRIBUTABLE CODE. In addition to
the rights granted in section 1, certain portions of the product are
redistributable by You as part of Your copyrighted software
application. These additional license rights are conditioned upon your
compliance with the distribution requirements and license restrictions
described in Section 3.

2.1 Sample Code. UPEK grants you the right to use and modify the
source code version of those portions of the Product identified as
"Samples" in REDISTRIBUTABLES.TXT or elsewhere in the Product ("Sample
Code") for the sole purposes of designing, developing, testing and
distributing your software product(s), and to reproduce and distribute
the Sample Code, along with any modifications thereof, in object
and/or source code form. For applicable redistribution requirements
for Sample Code, see Section 3.1 below.

2.2 Redistributable Object-Code. UPEK grants you a nonexclusive right
to reproduce and distribute the object code of any portion of the
Product listed in REDISTRIBUTABLES.TXT ("Redistributable Code"). For
applicable redistribution requirements for Redistributable Code, see
Section 3.1, below.

3. LICENSE RESTRICTIONS -- DISTRIBUTION REQUIREMENTS. If you choose to
exercise your rights under Section 2, any redistribution by you
requires compliance with the following terms, as appropriate.

3.1 Redistributable Code-Standard.

(a) If you are authorized and choose to redistribute Sample Code
and/or Redistributable Object- Code, as described in Section 2, you
agree: (i) except as otherwise noted in Section 2.1 (Sample Code), to
distribute the Redistributables only in object code form and in
conjunction with and as a part of a copyrighted software application
product developed by you that adds significant and primary
functionality to the Redistributables ("Licensed Product"); (ii) to
display your own valid copyright notice which shall be sufficient to
protect UPEK's copyright in the Product; (iii) not to remove or
obscure any copyright, trademark or patent notices that appear on the
Product as delivered to you; (iv) to indemnify, hold harmless, and
defend UPEK from and against any claims or lawsuits, including
attorney's fees, that arise or result from the use or distribution of
the Licensed Product; (v) otherwise comply with the terms of this
EULA; and (vi) agree that UPEK reserves all rights not expressly
granted.

(b) You also agree not to permit further distribution of the
Redistributables by your end users except: (1) you may permit further
redistribution of the Redistributables by your distributors to your
end-user customers if your distributors only distribute the
Redistributables in conjunction with, and as part of, the Licensed
Product and You and Your distributors comply with all other terms of
this EULA.

4. RESERVATION OF RIGHTS; RESTRICTIONS. All rights not expressly
granted by UPEK in this EULA are reserved. Except as otherwise
expressly provided under this EULA, You shall not, and shall not allow
any third party to:

(a) transfer, assign, sublicense, resell, re-license or provide,
lease, lend or allow access to the Software Product to any other
person or entity, except as otherwise provided herein;

(b) make error corrections or create derivative works based upon the
Software Product;

(c) copy (except to make a single back-up copy to replace an unusable
copy of the Software Product), modify, prepare derivative works based
upon, decompile, decrypt, reverse engineer or attempt to reconstruct
or discover any source code or underlying ideas or algorithms of the
Software Product by any means whatsoever (except to the extent
applicable laws specifically prohibit such restriction), disassemble
or otherwise reduce the Software Product to human-readable form to
gain access to trade secrets or confidential information in the
Software Product;

(d) use the Software Product for timesharing, hosting or service
bureau purposes; or

(e) remove, obscure, or alter UPEK's (or its third party licensors')
copyright notices, trademarks, or other proprietary rights notices
affixed to or contained within the Software Product (and any copies
thereof, including the back-up copy) or use such notices, trademarks
or service marks for any other purpose.

You understand and agree that (i) the Software Product is licensed to
You and not sold, (ii) your license to the individual components of
the Software Product is limited to use of the Software Product as a
whole, and You may not use or seek to use software code incorporated
therein on a stand-alone basis, and (iii) the individual components of
the Software Product may not be separated for use on more than one
UPEK- Enabled Device, unless expressly permitted by this EULA. UPEK
retains title to all copies of the Software Product and all associated
intellectual property rights therein, and any and all documentation
thereof.

5. PROPRIETARY NOTICES; TRADEMARKS. You agree to maintain and
reproduce all copyright and other proprietary notices on all copies,
in any form, of the Software Product in the same form and manner that
such copyright and other proprietary notices are included on the
Software Product, including on any back-up copy of the Software
Product. This EULA does not grant You any rights in connection with
any trademarks or service marks of UPEK.

6. SUPPORT SERVICES. UPEK may provide You with support services
related to the Software Product ("Support Services"). Use of Support
Services, if any, is governed by the UPEK policies and terms described
in other UPEK-provided materials. Any supplemental software code
provided to You as part of the Support Services is considered part of
the Software Product and subject to the terms and conditions of this
EULA.

7. LIMITED WARRANTY.

(a) UPEK warrants that during the "Warranty Period" (as defined
below): (i) the media on which the Software Product is furnished, if
any, will be free of defects in materials and workmanship under normal
use; and (ii) the Software Product will substantially conform to its
published specifications (the "Limited Warranty"). The "Warranty
Period" means a period beginning on the date of Your receipt of the
Software Product, as applicable, and ending on the later of (i) thirty
(30) days from the date of delivery of such Software Product, as
applicable, or (ii) the end of the minimum period required by the law
of the applicable jurisdiction. The Limited Warranty extends only to
You as the original licensee. This Limited Warranty does not cover
anything caused by accident or abuse or by use of the Software Product
other than for its reasonably intended purposes and as recommended in
the accompanying user documentation. Updates are covered by this
warranty only if provided to You during the Warranty Period. Your sole
and exclusive remedy and the entire liability of UPEK and its
suppliers under this Limited Warranty will be, at UPEK's option, to
repair, replace, or refund the purchase price for the Software Product
that is returned to UPEK, as applicable, provided that you report the
defects to UPEK or its designee within the Warranty Period. Any breach
of the Limited Warranty related to an error or defect in the media
containing the Software Product shall be remedied solely with the
replacement of the media containing the Software Product. You shall
pay shipping or freight charges, including, without limitation,
obtaining full value replacement insurance, for any returns, whether
for repair, replacement, or refund, to UPEK or its designee.

(b) This warranty does not apply if the Software Product (i) is
licensed for beta, evaluation, testing, demonstration or other
purposes for which UPEK does not receive a license fee, (ii) has been
altered, except by UPEK, (iii) has not been installed, operated,
repaired, or maintained by UPEK or in accordance with instructions
supplied by UPEK, (iv) has been subjected to abnormal physical or
electrical stress, misuse, negligence, or accident, or (v) is used in
ultrahazardous activities.

8. DISCLAIMER OF WARRANTIES.

(a) EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 7, UPEK AND
ITS SUPPLIERS PROVIDE THE SOFTWARE PRODUCT AND SUPPORT SERVICES (IF
ANY) TO YOU "AS IS," AND YOUR USE IS AT YOUR OWN RISK. UPEK DOES NOT
MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS OR IMPLIED
WARRANTIES, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF
THIRD PARTY RIGHTS, AND ANY WARRANTIES ARISING FROM A COURSE OF
DEALING, USAGE, OR TRADE PRACTICE. THE DURATION OF ANY IMPLIED
WARRANTY THAT IS NOT EFFECTIVELY DISCLAIMED WILL BE LIMITED TO THE
WARRANTY PERIOD. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN
IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

(b) UPEK DOES NOT WARRANT THAT THE SOFTWARE PRODUCT IS ERROR FREE OR
THAT YOU WILL BE ABLE TO OPERATE THE SOFTWARE WITHOUT PROBLEMS OR
INTERRUPTIONS.

9. LIMITATION OF LIABILITY.

(a) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU EXPRESSLY
ACKNOWLEDGE AND AGREE THAT NEITHER UPEK NOR ITS AFFILIATES, RESELLERS
OR LICENSORS WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL,
CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES ARISING OUT OF OR IN
CONNECTION WITH THIS EULA, HOWSOEVER CAUSED BY ANY THEORY OF
LIABILITY, INCLUDING BUT NOT LIMITED TO, CONTRACTS, PRODUCTS
LIABILITY, STRICT LIABILITY AND NEGLIGENCE, AND WHETHER OR NOT UPEK OR
ITS SUPPLIERS OR LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING AND TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE TOTAL LIABILITY OF
UPEK OR ANY OF ITS AFFILIATES, SUPPLIERS OR LICENSORS ARISING OUT OF
OR RELATED TO THIS EULA EXCEED THE FEES ACTUALLY PAID TO UPEK FOR THE
SOFTWARE PRODUCT.

(b) YOU ACKNOWLEDGE AND AGREE THAT THE PROVISIONS UNDER THIS EULA THAT
LIMIT LIABILITY, DISCLAIM WARRANTIES, OR EXCLUDE CONSEQUENTIAL DAMAGES
OR OTHER DAMAGES OR REMEDIES ARE ESSENTIAL TERMS OF THIS EULA THAT ARE
FUNDAMENTAL TO THE PARTIES' UNDERSTANDING REGARDING ALLOCATION OF
RISK. ACCORDINGLY, SUCH PROVISIONS SHALL BE SEVERABLE AND INDEPENDENT
OF ANY OTHER PROVISIONS AND SHALL BE ENFORCED AS SUCH, REGARDLESS OF
ANY BREACH OR OTHER OCCURRENCE HEREUNDER, AND EVEN UNDER CIRCUMSTANCES
THAT CAUSE ANY EXCLUSIVE REMEDY UNDER THIS EULA TO FAIL OF ITS
ESSENTIAL PURPOSE.

10. TERM AND TERMINATION.

(a) The term of this EULA shall commence upon the date You accept the
terms and conditions of this EULA, and shall continue in full force
and effect thereafter unless terminated by UPEK as provided herein.
UPEK may, at its option, terminate this EULA immediately upon notice
to You, if You fail to comply with any terms and conditions of this
EULA.

(b) Upon termination, all license rights under this EULA will
terminate and You must promptly destroy all copies of the Software
Product in Your possession or control. Upon UPEK's request, You shall
certify in writing that You have complied with Your obligations under
this Section and otherwise under this EULA. Termination by UPEK will
not limit any of UPEK's other rights or remedies under this EULA or at
law or in equity.

11. MISCELLANEOUS.

(a) LIMITS ON YOUR RIGHT TO TRANSFER. You may not assign, sublicense,
rent, lease, lend, sell, grant a security interest in, or otherwise
transfer the Software Product or any rights under this EULA without
the prior written consent of UPEK.

(b) APPLICABLE LAW. This EULA is governed by the laws of the United
States and the State of California, without regard to the conflict of
laws principles thereof. In relation to any legal action or proceeding
arising out of this EULA, You hereby irrevocably consent and submit to
the exclusive jurisdiction of the competent federal and state courts
having jurisdiction in San Francisco County, California, and waive any
objection to proceedings in such courts. If this EULA is translated
into a language other than English and there is a conflict between the
terms of the EULA in English and the EULA in the other language, the
terms of the terms of the EULA in English shall prevail. The EULA in
English may be downloaded from the UPEK website.

(c) COMPLIANCE WITH LAWS. You agree to use the Software Product in
compliance with all applicable laws, statutes, rules and regulations,
including, without limitation, U.S. export laws and regulations.

(d) SEVERABILITY AND SURVIVAL. If any provision of this EULA is
illegal or unenforceable under applicable law, the remaining
provisions of this EULA will remain valid and fully enforceable. If
any provision is in part enforceable and in part unenforceable, it
will be enforced to the extent permitted under applicable law.
Sections 4, 5, 7, 8, 9, 10 and 11 shall survive the termination of
this EULA.

(e) INJUNCTIVE RELIEF. You agree that a breach of this EULA adversely
affecting UPEK's proprietary rights in the Software Product or any
UPEK-Enabled Device may cause irreparable injury to UPEK for which
monetary damages would not be an adequate remedy and UPEK shall be
entitled to equitable relief in addition to any remedies it may have
hereunder or at law.

(f) ENTIRE AGREEMENT. This EULA (including any addendum or amendment
to this EULA which is included with the Software Product) is the
entire agreement between You and UPEK relating to the Software Product
and the Support Services (if any) and they supersede all prior or
contemporaneous oral or written communications, proposals and
representations with respect to the Software Product or any other
subject matter covered by this EULA. No amendment to or modification
of this EULA will be binding unless made in writing and signed by
UPEK. No failure to exercise, and no delay in exercising, on the part
of either party, any right or any power hereunder shall operate as a
waiver thereof, nor shall any single or partial exercise of any right
or power hereunder preclude further exercise of any other right
hereunder. In the event of any conflict between this EULA and any
applicable purchase terms or UPEK's policies and terms for Support
Services, the terms of this EULA shall control.