SMART LINK, LTD.

TERMS AND CONDITIONS FOR END USERS DOWNLOADING DRIVERS FROM THE SMART LINK WEBSI
TE

You MUST read the following terms and conditions of sale before you download any
 Software (as defined below) from the Smart Link ("Smart Link") website in order
 to upgrade your existing Product (as defined below). These terms and conditions
 constitute an agreement (the "Agreement") between Smart Link and end users ( "B
uyer").

1. ACCEPTANCE: You must confirm you have read and agreed to these terms and cond
itions before you download the Product. BY CLICKING ON THE "YES" BUTTON, YOU ARE
 CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS AGREEMENT. IF YOU DO
 NOT AGREE TO ALL THE TERMS OF THIS AGREEMENT, CLICK THE "NO" BUTTON.

2. PRODUCT: Smart Link's product herein, (the "Product") as specified on Smart L
ink's website www.smlink.com comprises Smart Link's software drivers (the "Softw
are") which are available for download by the Buyer. There is a US version of th
e Software and an International version of the Software.

3. LICENSE: Smart Link hereby grants to Buyer a nonexclusive, nontransferable li
cense to download the Software from Smart Link's website, free of charge, for th
e sole purpose of upgrading the Buyer's existing Product. The Software may only 
be used by the Buyer to upgrade the Buyer's existing version of the Product and 
may not be used with any other product not provided by Smart Link. This license 
shall not include the right to otherwise sell or sub-license the Software.

4 TERRITORIAL RESTRICTION ON LICENSE: Buyer shall use the International version 
of the Software solely in jurisdictions outside of the United States of America.
 Buyer agrees not to use the International version of the Software in the United
 States of America.

5. SOFTWARE TERMS:

Title to the Software: Buyer acknowledges that Smart Link is the owner of all ri
ghts, title, and interest, including all trademarks, copyrights to all of the do
cumentation and computer-recorded data comprising or included in the Software, d
ocumentation and source code relating thereto. Notwithstanding anything herein t
o the contrary, this Agreement does not grant Buyer, or any of its sub-licensees
 any title or rights of ownership in the Software.

Restrictions: BUYER MAY NOT REVERSE ENGINEER, DECOMPILE, DISASSEMBLE OR OTHERWIS
E REDUCE THE SOFTWARE TO ANY HUMAN OR MACHINE PERCEIVABLE FORM. BUYER MAY NOT MO
DIFY, ADAPT, TRANSLATE, RENT, LEASE, LOAN OR CREATE DERIVATIVE WORKS BASED UPON 
THE SOFTWARE OR ANY PART THEREOF.

Compliance: There is a US version and non-US version of the Software, if the Buy
er uses the US version of the Software the Buyer agrees to use the US version of
 the Software in compliance with the Federal Communication Commission Regulation
s.

Intellectual Property Notices: Buyer agrees that all copyright and other proprie
tary notices which are embedded in the Software, or set forth in accompanying do
cumentation, delivered to Buyer hereunder shall remain as embedded, in the same 
manner as embedded by Smart Link, in each copy of the Software and/or documentat
ion.

6. DISCLAIMER:

SMART LINK IS PROVIDING THE SOFTWARE ON AN "AS IS" BASIS AND MAKES NO REPRESENTA
TIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, WITH RESPECT TO TH
E SOFTWARE, INCLUDING, WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABIL
ITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGMENT. SMART LINK DOES NO
T WARRANT THAT THE OPERATION OF THE PRODUCT WILL BE UNINTERRUPTED OR ERROR-FREE 
OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPON
ENTS. IT IS THE BUYER'S SOLE RESPONSIBILITY TO EXECUTE ANTI-CONTAMINATION SOFTWA
RE AND OTHERWISE TAKE STEPS TO ENSURE THAT THE SOFTWARE IF CONTAMINATED OR INFEC
TED, WILL NOT DAMAGE THE PRODUCT OR THE BUYERS SYSTEM.

7. LIMITATION OF REMEDIES AND DAMAGES: Buyer's sole remedies and Smart Link's en
tire liability are as set forth above. In no event shall Smart Link or any of th
e licensors, directors, officers, employees or affiliates of the foregoing be li
able to Buyer for any direct, indirect, consequential, incidental, special or si
milar damages whatsoever (including, without limitation, damages for loss of bus
iness profits, business interruption, loss of business information and the like)
, whether foreseeable or unforeseeable, arising out of the use or inability to u
se the Software, regardless of the basis of the claim and even if Smart Link or 
a Smart Link representative has been advised of the possibility of such damage. 
SOME JURISDICTIONS MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF INCIDENTAL OR CO
NSEQUENTIAL DAMAGES FOR CONSUMER PRODUCTS, SO THE ABOVE LIMITATIONS OR EXCLUSION
S MAY NOT APPLY TO BUYER.

8. SOFTWARE CHANGES: Smart Link shall have the right, in its sole discretion, wi
thout liability to Buyer, to (a) change the design, or discontinue developing, p
roducing, licensing or distributing any Software covered by this Agreement, and 
(b) announce new Software to which the terms and conditions of this Agreement do
 not apply.

9. U.S. GOVERNMENT END USERS: This provision applies to all Software acquired di
rectly or indirectly by or on behalf of the United States Government. The Softwa
re is a "commercial item," as that term is defined at 48 C.F.R. 2.101 (OCT 1995)
, consisting, in part, of "commercial computer software" and "commercial compute
r documentation," as such terms are used in 48 C.F.R. 12.212 (SEPT 1995). Consis
tent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (JUNE 199
5), In the event that Buyer receives a request from any agency of the U.S. Gover
nment to provide the Software with rights beyond those set forth above, Buyer wi
ll notify Smart Link of the scope of rights requested and the agency making such
 request and Smart Link will have ten (10) business days to, in its sole discret
ion, accept or reject such request; provided, that Smart Link's failure to respo
nd during such time period shall be deemed a rejection.

10. GENERAL: These terms and conditions shall constitute the final, complete and
 exclusive agreement of the parties with respect to all downloads of the Sofware
 by Buyer and shall supersede all prior offers, negotiations, understandings and
 agreements. It is expressly agreed that no prior or contemporaneous agreement o
r understanding, whether written or oral, shall contradict, modify, supplement o
r explain the terms and conditions contained herein. No additional or different 
terms or conditions, whether material or immaterial, shall become a part of any 
agreement unless expressly accepted in writing by an authorized officer of Smart
 Link. Any waiver by Smart Link of one or more of these terms and conditions or 
any defaults hereunder shall not constitute a waiver of the remaining terms and 
conditions or of any future defaults hereunder. No failure or delay by either pa
rty in exercising or enforcing any right hereunder shall operate as a waiver the
reof or preclude any other exercise or enforcement of rights hereunder. Any prov
ision of these terms and conditions that is prohibited or unenforceable under ap
plicable law shall be ineffective to the extent of such prohibition or unenforce
ability, without impairing or invalidating the remaining provisions of these ter
ms and conditions. The terms and performance of this Agreement shall be governed
 by the laws of the State of Israel. The venue for any disputes arising out of a
ny sales agreement shall be, at Smart Link's sole and exclusive option, Tel-Aviv
, Israel or the courts with proper jurisdiction at Buyer's location.

Smart Link, Ltd. 
