ERDAS SOFTWARE LICENSE and LIMITED WARRANTY AGREEMENT


* PLEASE READ THIS NOTICE CAREFULLY BEFORE USING THE SOFTWARE *

THIS ERDAS SOFTWARE LICENSE AND LIMITED WARRANTY AGREEMENT IS A
LEGAL AGREEMENT, WITH IMPORTANT LEGAL CONSEQUENCES, BETWEEN 
YOU (EITHER AN INDIVIDUAL OR A SINGLE ENTITY) AND ERDAS, INC. FOR 
ERDAS SOFTWARE. THIS AGREEMENT IS PRESENTED FOR REVIEW AND 
APPROVAL AS A MANDATORY STEP IN THE INSTALLATION OF THE SOFTWARE.
DO NOT INSTALL OR USE THE SOFTWARE UNTIL YOU HAVE READ AND 
AGREED TO THE TERMS OF THIS AGREEMENT; BY CONTINUING WITH THE
INSTALLATION PROCESS OR USING THE SOFTWARE, YOU AGREE TO ALL
OF THE TERMS OF THE LICENSE, THE LIMITED WARRANTY, AND THE 
LIMITATIONS OF LIABILITY AND REMEDIES SET FORTH BELOW.

IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, YOU MUST RETURN THE
SOFTWARE, TOGETHER WITH THE ACCOMPANYING DOCUMENTATION AND 
PROOF OF PURCHASE, TO THE PARTY FROM WHOM YOU RECEIVED IT, 
WITHIN TEN (10) DAYS OF RECEIPT, FOR A FULL REFUND. 

LICENSE:

1.  Grant of License.  Subject to payment of the license fee, and to
    your continuing compliance with all the terms and conditions below,
    ERDAS, Inc., a Georgia corporation ("Licensor") grants to you (the
    term "you" means the original licensee, whether a natural person,
    corporation, state, other public and private entity or the federal
    government) a non-exclusive right to use each Licensed Copy (defined
    below) of the accompanying ERDAS Software (the "Software") and its
    accompanying Documentation (the "Documentation") on one computer at
    a single location, workstation, or terminal at a time.

2.  Term.  This license is effective from the day you accept its terms
    as described above, and continues until terminated (a) by you, by
    returning to Licensor the original Software and Documentation, and
    all copies, and any Hardware Keys delivered to you as described in
    Section 4; (b) by Licensor upon your breach of any of the terms
    hereof; or (c) by expiration of the applicable keycodes, if this is
    a temporary or "demo" license.  Temporary keycodes may be issued on
    original delivery pending receipt of payment for the license.

3.  Ownership.  Exclusive title to the Software and Documentation, and
    all copies thereof, and to the copyrights, trademarks, and trade
    secret rights pertaining to or embodied in the Software and
    Documentation is retained by Licensor and/or third party owners
    who have granted Licensor the right to License certain Software
    routines or modules.  You are not acquiring any ownership rights
    in any of these.  No source code is deliverable hereunder.

4.  Licensed Copies: Backup Copy. The number of copies of the Software
    shipped to you may vary according to your specified configuration,
    including the particular computer(s) involved, whether they are
    networked or used in standalone mode, and the number of concurrent
    users for which you have ordered licenses.  All versions of the
    Software include a "License Broker" program, further described in
    the Documentation, which requires the use of keycodes issued by
    Licensor and monitors and regulates the number of concurrent users
    in a networked environment and regulates copying for other than
    back-up purposes.  PC versions of the Software also require Hardware
    Keys to interact with the License Broker.  This license authorizes
    you to make additional exact copies of the Software and the
    Documentation, in accordance with the installation instructions
    provided by Licensor, if and to the extent necessary to implement
    the number of standalone and/or concurrent use licenses for which
    you have paid and received the necessary keycodes and/or Hardware
    Keys.  These authorized copies are referred to as the "Licensed
    Copies." Some keycodes may be temporary and may require replacement
    codes to keep the software operational, and Licensor shall not be
    obligated to replace such keycodes if you are in breach of any of
    your obligations, including without limitation your payment
    obligations.  If this package contains only updates or additional
    Software modules for previously licensed systems for which you
    already have keycodes, you may make only as many Licensed Copies of
    the update or additional module(s) as you have paid for.  You may
    also make one additional copy for backup purposes only.  All copies
    of the Software and Documentation must contain all the same
    copyright notices as the original.  Any other copying of the
    Software or the Documentation is a violation of this Agreement and
    of federal law.

5.  Use Restrictions.  The Software is licensed only for research,
    commercial, governmental and educational purposes and is not
    licensed, and shall not be used, for personal, family or household
    purposes.  Each Licensed Copy of the Software may be physically
    moved from one computer to another, provided the Licensed Copy
    resides in only one computer at a time.  Except as permitted by the
    License Broker program for the number of concurrent use network
    licenses (if any) you have purchased, the Software may not be used
    on a computer network; transferred from one computer or workstation
    to another on a network or by other electronic means; used at more
    than one terminal of a multi-user computer at a time; or used in any
    service bureau, time-sharing, or interactive cable system. You may
    not modify, adapt, translate, or (except as specifically provided
    for in the Documentation) create any derivative works based on, the
    Software or the Documentation, and you may not decompile,
    disassemble, or reverse-engineer the Software.

6.  Transfer and Export Restrictions.  This license may not be
    transferred to any other person without the prior written consent of
    Licensor, which consent will not be unreasonably withheld.  You have
    no right and you may not attempt to lease, license, sub-license,
    sell or otherwise dispose of the Software or any of your license
    rights.  Export or shipment of the Software and Documentation to
    foreign countries is subject to the requirements of the U.S. Export
    Administration Act.

7.  Proprietary Rights Protection.  You may not remove or obscure any of
    the copyright, trademark, or other proprietary rights notices
    embodied in the Software or the Documentation.  You agree to use
    reasonable efforts to protect the Software and Documentation from
    unauthorized reproduction, distribution, disclosure, use or
    publication.  You consent to the use of the License Broker program,
    keycodes, Hardware Keys, and other security devices in connection
    with the Software and agree not to attempt to circumvent,
    reverse-engineer, or duplicate such devices.

8.  Federal Procurement.  The Software is "Commercial Computer
    Software" under DFARS 227-7202 and FAR 12.212.  Any use,
    duplication, or disclosure by the United States Government is
    governed solely by the terms of this License or, if specifically
    required under the applicable federal contract, by the RESTRICTED
    RIGHTS provisions set forth in one of the following clauses:
    subparagraph (1) (ii) of the RIGHTS IN DATA AND COMPUTER SOFTWARE
    clause of DFARS 252.227-7013 (48 C.F.R. Section 252.227-7013 (OCT
    1988), Alternate III (g) (3) of the RIGHTS IN DATA-GENERAL clause
    of FAR 52.227-14 (JUN 1987), or FAR 52.227-19 (JUN 1987).
    Contractor/manufacturer is ERDAS, Inc., 2801 Buford Highway, Suite
    300, Atlanta, Georgia 30329.

9.  LIMITED WARRANTY, EXCLUSIVE REMEDIES AND LIMITATIONS OF LIABILITY:

    A.  General.  Subject to the limitations and disclaimers below, Licensor
        warrants to the original licensee that (a) the media on which
        the Software is recorded are free from defects in materials and
        workmanship when delivered to you; and (b) the Software when
        properly installed in an operating environment meeting
        Licensor's specifications, will operate substantially in
        accordance with the specifications contained in the
        Documentation for a period of one year from the date of delivery
        to the original licensee.  Any claim under clause (a) above must
        be made in writing within 90 days of the date of original
        delivery, and any claim under clause (b) must be made within one
        year of the date of original delivery, as evidenced by
        reasonable proof of purchase.  Warranty claims should be mailed
        in accordance with the instructions elsewhere in this package.
    
    B.  Warranty Conditions.  The foregoing warranty is effective only if
        Licensee has returned to Licensor the Warranty Card enclosed
        with this package, properly completed and signed on behalf of
        Licensee by an authorized person.  UNLESS THE WARRANTY CARD IS
        COMPLETED AND RETURNED, THIS SOFTWARE IS PROVIDED "AS IS"
        WITHOUT ANY WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED.  The
        foregoing warranty shall be void if the Software is modified,
        used in an operating environment which does not meet Licensor's
        specifications, or used in a manner inconsistent with the
        Documentation or this License Agreement.  The warranty does not
        apply to defects caused by accident, improper handling, or
        misuse after delivery to you.  If the accompanying Software is
        delivered under Licensor's Software Subscription Service (SSS),
        this warranty does not apply and the Software is delivered "AS
        IS," subject to the terms of Licensor's SSS Policy.
    
    C.  Disclaimer.  This Software and Documentation are licensed "as is"
        without a warranty of any kind, except for the limited warranty
        printed above.  You bear responsibility for the accuracy of any
        Licensed Copies made pursuant to item 4 above. Except as
        provided in the above warranty, neither Licensor nor its
        distributors or dealers warrant, guarantee, or make any
        representations concerning the use, usefulness, results of use,
        of the Software or Documentation or as to the correctness,
        accuracy, or reliability of the Software.  It is your
        responsibility to choose software that meets your computing
        needs, and you bear the entire risk as to the performance and
        results of the Software and of its suitability for your intended
        use.
    
    D.  Limited and Exclusive Remedy.  Your exclusive remedy, and Licensor's
        entire and sole responsibility and liability, in respect of any
        claim under the limited warranty set forth above shall be, at
        Licensor's option, either (a) replacement of the disk or
        Software that does not conform with the warranty with a disk or
        Software that does conform; or (b) provision of work around
        instructions or corrected documentation, if appropriate (it
        being specifically agreed that Licensor may remedy any
        nonconformity in the on-line documentation and Help feature
        provided with Version 8.x by providing printed documentation);
        or termination of this License Agreement and refund of your
        entire license fee upon surrender of the Software and
        Documentation and all copies thereof and all Hardware Keys.  All
        replacements will be warranted for the remainder of the original
        warranty period.  So long as Licensor performs any one of the
        three remedies set forth above, this limited remedy shall not be
        deemed to have failed of its essential purpose.
    
    E.  Exclusion of Implied Warranties and Other Representations.  The
        above limited warranty is IN LIEU OF ALL OTHER WARRANTIES,
        EXPRESSED OR IMPLIED, including without limitation, the implied
        warranties of fitness for a particular purpose and
        merchantability.  You agree that no oral or written
        representation, statements, advice or advertisements by
        Licensor, or its distributor, or their agents, employees,
        dealers or sub-distributors, constitute any warranty or
        modification of the foregoing disclaimer and limited warranty,
        and you are hereby notified that no such party has any authority
        to make any such modification or additional warranties.

    F.  Limitation of Liability.  You agree that neither Licensor nor any
        other person involved in the development, marketing, production
        or delivery of the Software or the Documentation shall have any
        liability for direct, indirect, special, incidental or
        consequential damages (including damages for loss of profits,
        business interruption, data loss, damage to equipment, failure
        to realize expected savings, or the like), regardless of the
        legal basis for such liability, even if Licensor or such other
        party has been advised of the possibility of such damages.

10. Government Reserved Rights.  MrSID technology incorporated in the
    Software was developed in part through a project at the Los Alamos
    National Laboratory, funded by the U.S. Government, managed under
    contract by the University of California (University), and is
    under exclusive commercial license to LizardTech, Inc. It is used
    under license from LizardTech. MrSID is protected by U.S. Patent
    No. 5,710,835. Foreign patents pending. The U.S. Government and
    the University have reserved rights in MrSID technology, including
    without limitation: (a) The U.S. Government has a non-exclusive,
    nontransferable, irrevocable, paid-up license to practice or have
    practiced throughout the world, for or on behalf of the United
    States, inventions covered by U.S. Patent No. 5,710,835 and has
    other rights under 35 U.S.C. sections 200-212 and applicable
    implementing regulations; (b) If LizardTech's rights in the MrSID
    Technology terminate during the term of this Agreement, you may
    continue to use the Software. Any provisions of this license which
    could reasonably be deemed to do so would then protect the
    University and/or the U.S. Government; and (c) The University has
    no obligation to furnish any know-how, technical assistance, or
    technical data to users of MrSID software and makes no warranty or
    representation as to the validity of U.S. Patent 5,710,835 nor
    that the MrSID Software will not infringe any patent or other
    proprietary right. For further information about these provisions,
    contact LizardTech, 1008 Western Ave., Suite 200, Seattle, WA
    98104.

11. Governing Law.  The United States Copyright Act applies to the
    Software and the Documentation, and federal procurement laws
    govern licensing to the United States Government.  Otherwise, this
    License Agreement, including the limited warranty, disclaimers and
    limitations of liability and remedies, are governed by the laws of
    the State of Georgia.


			  ERDAS, Incorporated
		  Geographic Imaging Made Simple. (SM)
			2801 Buford Highway, N.E.
			 Atlanta, GA 30329-2137
			   Tel:  404-248-9000
				    

Part No. SWE-9801   9/20/99
