                       SOFTWARE LICENSE AGREEMENT

NOTICE TO USER:  THIS IS A CONTRACT.  BY INSTALLING THIS SOFTWARE, YOU
ACCEPT ALL OF THE TERMS AND CONDITIONS OF THIS SOFTWARE LICENSE
AGREEMENT.

Carefully read the following terms and conditions prior to installing the software.
This Software License Agreement ("Agreement") contains rights and restrictions
associated with use of the accompanying software ("Software") and user documentation
("Documentation"). Software includes any upgrades, updates, modified versions,
additions, and copies of the Software.  By installing the Software, you ("Licensee")
agree to be bound by the terms and conditions of this Agreement.  If you do not agree
to such terms and conditions, discontinue installation of and do not use the Software
or Documentation.

License Grant.  Imation grants to Licensee a nonexclusive license to
use the Software and Documentation within Licensee's organization.
The Software may be used only in conjunction with the Imation
SuperDisk USB Drive (the "Drive") and only on a single
Drive; the Drive, however, being portable may be moved by Licensee
from one computer to another within Licensee's organization.  Licensee
may make one copy of the Software solely for backup purposes, provided
that such copy contains all of the proprietary notices shown on the
original Software.

Restrictions. Licensee will not make or have made, or permit to be made,
any copies of the Software or Documentation other than those copies
authorized under this Agreement or except for those copies made by a
single computer for execution of the Software. Licensee will not
sublicense, rent, lease, lend, assign, share, transfer, or otherwise
dispose of the Software or Documentation except as provided in this
Agreement.  The Software may not be commercially re-distributed by
Licensee, in whole or in part, separately or with any product. The
Software may only be transferred to another party if the transferee
agrees to accept the terms and conditions of this Agreement and if all
copies of the Software and Documentation are transferred to that same
party and no copies, modifications, or portions of the Software are kept
by Licensee.  Any copying or conveying of Software in violation of the
terms of this Agreement shall cause immediate termination of the license.
Licensee will not attempt to reverse engineer, decompile, disassemble, or
translate the Software, or otherwise reduce the Software to a
human-readable form, except as, and only to the extent, permitted by law.

Intellectual Property Rights.  The Software and Documentation constitute
intellectual property of Imation and/or its licensor(s), and are protected
by intellectual property laws including U.S. copyright laws and
international copyright treaties. The Software and Documentation are
licensed to you, not sold. Imation and/or its licensor(s) retain all
right, title, and interest in the Software and Documentation and any
copies thereof.

Export Compliance.  Licensee will adhere to the U.S. Export Administration
Laws and Regulations and will not export or re-export the Software,
Documentation, or any direct product thereof to any proscribed country
listed in the U.S. Export Administration Regulations unless properly
authorized by the U.S. Government.

U.S. Government Restricted Rights. The Software and Documentation include
commercial computer software and commercial computer software documentation
developed exclusively at private expense by Imation Enterprises Corp.,
1 Imation Place, Oakdale, Minnesota 55128 and/or its licensors.  U.S.
Government rights to use, modify, reproduce, release, perform, display,
or disclose such computer software and computer software documentation are
subject to the limited rights restrictions of DFARS 252.227-7015(b)(2)
(June 1995) and/or subject to the restrictions of DFARS 227.7202-1(a)
(June 1995) and DFARS 227.7202-3(a) (June 1995), as applicable for U.S.
Department of Defense procurements, and the limited rights restrictions
of FAR 52.227-14 (June 1987) and/or subject to the restricted rights
provisions of FAR 52.227-14 (June 1987) and FAR 52.227-19 (June 1987),
as applicable, and any applicable agency FAR Supplements for non-Department
of Defense Federal procurements.

Term.     This agreement is effective until terminated.  Licensee can
terminate this agreement at any time by discontinuing all use of the
Software and Documentation.  Imation can terminate this agreement, in
addition to exercising any other right or remedy available to Imation
at law or in equity, immediately in the event that Licensee fails to
adhere to the terms of this agreement.  Upon termination, Licensee will
promptly destroy or return to Imation the Software and Documentation and
all copies or portions thereof.

No Warranty.  THE SOFTWARE AND DOCUMENTATION ARE PROVIDED
"AS IS" WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR
IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
NEITHER IMATION NOR ITS LICENSOR(S) WARRANTS OR MAKES ANY
REPRESENTATION THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE
WILL MEET LICENSEE'S REQUIREMENTS, OR THAT THE OPERATION OF
THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT
DEFECTS IN THE SOFTWARE WILL BE CORRECTED.  FURTHER, NEITHER
IMATION NOR ITS LICENSOR(S) WARRANTS OR MAKES ANY
REPRESENTATIONS REGARDING THE USE OF OR THE RESULTS OF THE
USE OF THE SOFTWARE OR THE DOCUMENTATION IN TERMS OF THEIR
COMPLETENESS, ACCURACY, RELIABILITY OR OTHERWISE.  LICENSEE
ASSUMES THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF
THE SOFTWARE, THE LICENSEE'S USE OF THE SOFTWARE, AND THE
RESULTS OBTAINED THEREFROM.  IF THE SOFTWARE PROVES DEFECTIVE,
LICENSEE -- AND NOT IMATION, ITS LICENSOR(S), OR ITS AGENTS --
ASSUMES THE ENTIRE RISK AND COST OF ALL NECESSARY SERVICING,
REPAIR OR CORRECTION.

Limitation of Liability.  THE CUMULATIVE LIABILITY OF IMATION
AND ITS LICENSOR(S), DISTRIBUTORS, DEALERS, EMPLOYEES, OR
AGENTS FOR ANY LOSS OR DAMAGES ARISING OUT OF OR RELATING
TO THIS AGREEMENT OR TO LICENSEE'S USE OF THE SOFTWARE AND
DOCUMENTATION WILL IN NO EVENT EXCEED THE LICENSE FEE PAID
BY LICENSEE FOR USE OF THE SOFTWARE AND DOCUMENTATION.
IMATION, ITS LICENSOR(S), DISTRIBUTORS, DEALERS, EMPLOYEES,
OR AGENTS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT,
INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING BUT
NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, SAVINGS, OR DATA)
ARISING FROM LICENSEE'S USE OF OR INABILITY TO USE THE
SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

Governing Law; Separability.  Any questions, claims, disputes, remedies
or procedural matters shall be governed exclusively by the laws of the
State of Minnesota, one of the several states of the United States of
America, without regard to the principles of conflicts of law.  This
license agreement will not be governed in any way by the United Nations
Convention on Contracts for the International Sale of Goods. The
provisions of this license agreement will be deemed separable.  If any
provision in this license agreement is found or held to be invalid or
unenforceable in any jurisdiction in which this license agreement is
performed, then the meaning of that provision will be construed, to the
extent feasible, to render the provision enforceable, and if no feasible
interpretation would save such provision, it will be severed from
the remainder of this license agreement which will remain in full force
and effect unless the provisions that are invalid or unenforceable
substantially impair the value of the entire license agreement to either
Licensee or Imation.  This Agreement cannot be modified by Licensee
except by written agreement between Imation and Licensee.



