SOFTWARE LICENSE AGREEMENT

This document states the terms and conditions upon which DIGI International
	("DIGI") offers to license ("License") the enclosed software ("Software").
	By breaking the seal on this envelope containing the Software, you are
	agreeing to become bound by the terms of this agreement. If you do not
	agree with the terms of this agreement,	do not break the seal on this
	envelope; promptly return the package to the place where you obtained
	it for a full refund.

The enclosed computer program as supplied by DIGI is licensed, not sold, to you
	to use under the terms of this License and DIGI reserves all rights not
	expressly  granted to you. You own the disk or other media on which the
	software is originally or subsequently recorded or fixed but DIGI
	retains ownership of all copies of the Software itself.

1. License: This License allows you to:
	(a) Use the Software for internal purposes on one local area network
	    exclusively for use in interfacing to a DIGI FastPort(s).
	(b) Make one copy of the Software in machine readable form solely
	    for backup purposes (you must reproduce on any copy all copyright
	    notices and any other confidential or proprietary legends that
	    are on the original copy of the Software);  
	(c) Transfer the Software and rights under this License to another
	    party together with a copy of this Agreement provided that the
	    other party reads and agrees to accept the terms and conditions
	    of this Agreement and provided further that you do not retain
	    any copy of the Software.

2. Restrictions:
	(a) You may not market, distribute or transfer (other than in
	    accordance with section 1 (c) above) copies of the Software to
	    others or electronically transfer the Software over a network.
	    The Software contains trade secrets, and in order to protect
	    them you may not decompile, reverse engineer or otherwise reduce
	    the Software to a form allowing others to modify the source or
	    object code or disclose them to any third party. YOU MAY NOT
	    MODIFY, TRANSLATE, RENT, LEASE OR LOAN THE SOFTWARE OR CREATE
	    DERIVATIVE WORKS BASED ON THE SOFTWARE OR THE ACCOMPANYING
	    WRITTEN MATERIALS.
	(b) The Software and the accompanying written materials are
	    copyrighted. Unauthorized copying of the Software is expressly
	    forbidden.
	(c) You understand that DIGI may update or revise or develop new
	    versions of the Software (herein "improvements") and in so doing
	    incurs no obligations to furnish you such improvements.

3. Termination: This License is effective until terminated. Except for
	Sections 6, 7, 8, this License shall terminate automatically upon
	your breach of your obligations under this License. Upon termination,
	you agree that you will destroy the Software and all copies. This
	remedy shall be in addition to any other remedies available to DIGI.

4. Export Control: You assure DIGI that you will not export or reexport
	(as defined in Section 379.1, (b)-(c) of the Export Administration
	Regulations- "Regulations" and any amendment thereto: (a) the
	Software or (b) the immediate product (including processes and
	services) produced directly by use of the Software, to any group Q,
	S, W, Y, or Z country specified in Supplement No. 1 to section 370
	of the regulations as amended from time to time, without prior
	authorization ( if required ) of the Office of Export Licensing,
	U.S. Department of Commerce. 

5. Government End Users: If this Software is acquired by or on behalf of a
	unit or agency of the United States Government this provision applies.
	This Software:
	(a) Was developed at private expense, is existing computer software,
	    and no part of it was developed with government funds;
	(b) Is a trade secret of DIGI for all purposes of the Freedom of
	    Information Act;
	(c) Is "restricted computer software" submitted with restricted
	    rights in accordance with subparagraphs (c) through (d) of the
	    Commercial Computer Software-Restricted Rights clause at
	    52.227-19 and its successors;
	(d) In all respects is proprietary data belonging solely to DIGI;
	(e) Is unpublished and all rights are reserved under the copyright
	    laws of the United States. For units of the Department of
	    Defense (DOD) this Software is licensed only with "Restricted
	    Rights" as the term is defined in the DOD Supplement to the
	    Federal Acquisition Regulation 52.227-7013 (c)(i)(ii) and use,
	    duplication or disclosure is subject to restrictions as set
	    forth in subdivision (c)(i)(ii) of the Rights in Technical Data
	    and Computer Software clause at 52.227-7013. (f) Contractor/
	    manufacturer is DIGI International, 1299 Orleans Drive,
	    Sunnyvale, CA 94089. If this Software was acquired under a GSA
	    Schedule, the Government has agreed to refrain from changing or
	    removing any insignia or lettering from the Software or the
	    documentation that is provided or from producing copies of
	    manuals or media ( except for backup purposes and in accordance
	    with the terms of this Agreement).

6. Limited Warranty:
	(a) DIGI warrants that the Software and accompanying media will
	    perform substantially in accordance with the specifications
	    set forth in the accompanying documentation for a period of (1)
	    one year after your payment of the license fee, when properly
	    installed on a computer for which the Software is licensed
            hereunder. DIGI does not warrant that the operation of the
	    Software will meet your requirements or operate free from error.
  	    DIGI DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED,
	    INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
	    PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS;
	(b) NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY DIGI, ITS
	    DEALERS, DISTRIBUTORS, OEM'S, AGENTS OR EMPLOYEES SHALL CREATE
	    A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY AND
	    YOU MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE:
	(c) SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES.
	    SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES
	    YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER LEGAL
	    RIGHTS WHICH VARY FROM STATE TO STATE.

7. Limited Remedies:
	(a) If the Software or media fails to perform as warranted, your sole
	    an exclusive remedy shall be to return the media to DIGI, postage
	    prepaid with a copy of the receipt. DIGI shall, at its option,
	    (i) issue a replacement with Software or media which conforms to
	        the warranty, or
	    (ii) correct the error, or
	    (iii) refund the License fee;
	(b) DIGI SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL
	    DAMAGES ( INCLUDING DAMAGES FOR LOSS OF BUSINESS, PROFITS OR THE
	    LIKE ) ARISING OUT OF THE INABILITY TO USE THE SOFTWARE EVEN IF
	    DIGI OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY
	    OF SUCH DAMAGES;
	(c) SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY
	    FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE ABOVE LIMITATION
	    OR EXCLUSION MAY NOT APPLY TO YOU;
	(d) THE LIMITED WARRANTY, LIMITED REMEDIES AND LIMITED LIABILITY ARE
	    FUNDAMENTAL REQUIREMENTS OF THE BASIS OF THE BARGAIN BETWEEN DIGI
	    AND YOU. DIGI WOULD NOT BE ABLE TO PROVIDE THE SOFTWARE WITHOUT
	    SUCH PROVISIONS.

8. Limited Liability: The liability of DIGI for any claims arising out of the
	License based upon the Software, regardless of the form of action,
	shall not exceed the greater of the Software License fee or $50.00.

9. DIGI International is a corporation with its principal office at:
	11001 Bren Road East, Minnetonka, MN 55343.

10. General: This License shall be governed and interpreted in accordance
	with the laws of, and exclusively enforced in the State of California
	for contracts entered into and to be performed entirely in California.
	This License shall be construed as to make each provision enforceable
	to the maximum extent possible under governing law. This License
	contains the entire agreement between the parties with respect to the
	subject matter hereof, and supersedes all prior agreements or
	understandings (oral or written). Failure or delay in enforcing any
	right or provision of this agreement shall not be deemed a waiver of
	such provision or right with respect to any subsequent breach or a
	continuance of any existing breach after demand for strict
	performance. If any provision of this License shall be held by a
	California court to be contrary to law, that provision will be
	enforced to the maximum extent permissible, and the remaining
	provision of this License will remain in full force and effect.
