Software License Agreement for Code  Generation  Tools,  Utilities
and Run-Time Libraries


    IMPORTANT - PLEASE READ THE FOLLOWING LICENSE AGREEMENT CAREFULLY.
THIS IS A LEGALLY BINDING  AGREEMENT.  AFTER  YOU  READ  THIS  LICENSE
AGREEMENT, YOU WILL BE ASKED WHETHER YOU ACCEPT AND AGREE TO THE TERMS
OF THIS LICENSE AGREEMENT. DO NOT CLICK "I ACCEPT" UNLESS: (1) YOU ARE
AUTHORIZED TO ACCEPT AND AGREE TO THE TERMS OF THIS LICENSE  AGREEMENT
ON BEHALF OF YOURSELF AND YOUR COMPANY; AND (2) YOU  INTEND  TO  ENTER
INTO AND TO BE BOUND BY THE TERMS OF THIS LEGALLY BINDING AGREEMENT ON
BEHALF OF YOURSELF AND YOUR COMPANY.

    Important - Read carefully: This Software  License  Agreement  for
Code Generation Tools, Utilities and Run-Time Libraries  ("Agreement")
is a legal agreement between you (either an individual or entity)  and
Texas  Instruments  Incorporated  ("TI").  The  "Licensed   Materials"
subject to this Agreement include the software programs (in  whole  or
in part) that accompany this Agreement and any "on-line" or electronic
documentation (in whole or in part)  associated  with  these  software
programs, as well as any updates or upgrades to such software programs
and documentation, if any, provided to you in TI's sole discretion. By
installing, copying or otherwise  using  the  Licensed  Materials  you
agree to abide by the provisions set forth herein. This  Agreement  is
displayed for you to read prior to using the  Licensed  Materials.  If
you choose not to accept  or  agree  with  these  provisions,  do  not
download or install the Licensed Materials.

    Note Regarding  Access  to  Open  Source  Software:  The  Licensed
Materials  are  bundled  with  Open  Source  Software.  "Open   Source
Software" means any software licensed under terms requiring  that  (A)
other software  ("Proprietary  Software")  incorporated,  combined  or
distributed with such software or developed using such  software:  (i)
be disclosed or distributed in source code form; or (ii) otherwise  be
licensed on terms inconsistent  with  the  terms  of  this  Agreement,
including but  not  limited  to  permitting  use  of  the  Proprietary
Software on or with devices other than TI Devices, or (B) require  the
owner of Proprietary Software to license any of its patents  to  users
of the Open Source Software and/or Proprietary Software  incorporated,
combined or distributed with such Open Source  Software  or  developed
using such Open Source Software.

    By accepting this Agreement, you will gain access to  Open  Source
Software, in which case such Open Source Software will  be  listed  in
the applicable software manifest (in  whole  or  in  part,  the  "Open
Source Materials"). Your use of the Open Source Materials  is  subject
to the  separate  licensing  terms  applicable  to  such  Open  Source
Materials as  specified  in  the  applicable  software  manifest.  For
clarification, this Agreement does not limit  your  rights  under,  or
grant you rights that supersede, the license terms of  any  applicable
Open Source Materials license agreement. If any  of  the  Open  Source
Materials have been provided to you  in  object  code  only,  TI  will
provide to you or show you where can access the source  code  versions
of such Open Source Materials if you contact TI at  Texas  Instruments
Incorporated, 12500 TI Boulevard, Mail  Station  8638,  Dallas,  Texas
75243, Attention: Contracts  Manager,  ASP.  You  may  terminate  this
Agreement in the event you choose not to  accept  or  agree  with  the
terms in any  applicable  Open  Source  Materials  license  agreement,
provided that such termination occurs within five (5) calendar days of
acceptance of this Agreement and you abide by all  applicable  license
terms in this Agreement until such termination.

1. License Grant and Use Restrictions.

 a.    Limited License. Subject to the terms  of  this  Agreement,  TI
hereby grants to you the  following  non-exclusive,  non-transferable,
non-assignable, royalty-free, non-sublicensable licenses under all  TI
intellectual property rights embodied in the Licensed Materials:

    i. Host License. You may use the Licensed  Materials  to  generate
applications  ("Target  Applications")   that   execute   solely   and
exclusively on processing devices  manufactured  by  or  for  TI  ("TI
Devices"). You may use the Licensed  Materials  on  a  single-user  or
multi-user host computer system.

    ii. Target License. The Licensed Materials  may  include  software
programs in an object code format that are designed  specifically  for
use with TI Devices in  Target  Applications  ("Object  Code  Licensed
Materials"). You may (i) make copies, display  internally,  distribute
internally, test and evaluate internally and use internally the Object
Code Licensed Materials provided to  you  for  the  sole  purposes  of
designing, developing, maintaining and supporting Target Applications,
and (ii) make, use, sell, offer to sell, import, export and  otherwise
distribute the Object Code  Licensed  Materials,  solely  as  part  of
Target Applications, provided that such  Target  Applications  are  in
executable format only that  execute  solely  and  exclusively  on  TI
Devices.  The  Licensed  Materials  may  also  include  libraries  and
applications in source code form ("Source Code  Licensed  Materials").
You may (x) create modified or derivative programs of such Source Code
Licensed Materials and (y) make, use, sell,  offer  to  sell,  import,
export and otherwise distribute executable only versions of the Source
Code Licensed Materials, or any derivatives thereof, solely as part of
Target Applications, provided that such  Target  Applications  are  in
executable format only that  execute  solely  and  exclusively  on  TI
Devices. For clarification, you may not  distribute  the  Source  Code
Licensed  Materials,   or   any   derivatives   thereof,   under   any
circumstances in source code format.

 b.     Contractors  and  Suppliers.  The  licenses  granted  to   you
hereunder shall  include  your  on-site  and  off-site  suppliers  and
independent  contractors,  while  such   suppliers   and   independent
contractors are performing work for  or  providing  services  to  you,
provided that such suppliers and independent contractors have executed
work-for-hire agreements with  you  containing  applicable  terms  and
conditions consistent with the terms and conditions set forth in  this
Agreement and provided further that you shall be liable to TI for  any
breach by your suppliers or independent contractors of this  Agreement
to the same extent as you would be if you had breached  the  Agreement
yourself.

 c.    Limited License to TI and Covenant not to Sue.  Continuing  for
the term of this Agreement, you hereby grant to TI and TI's  licensees
of the Licensed Materials, under any of your patents embodied  in  the
Licensed Materials, a non-transferable, non-exclusive, non-assignable,
worldwide, fully paid-up, royalty-free license  to  make,  use,  sell,
offer to sell, import, export and otherwise distribute  such  Licensed
Materials. You covenant not to sue or otherwise assert Derived Patents
against TI and TI's affiliates and their respective licensees  of  the
Licensed Materials. In the event you  assign  a  Derived  Patent,  you
shall require as a condition of any such assignment that the  assignee
agree to be bound by the provisions in this Section 1(c) with  respect
to such Derived  Patent.  Any  attempted  assignment  or  transfer  in
violation of this Section 1(c) shall be null and void. For purposes of
this Agreement, "Derived Patents" means any of  your  patents  issuing
from a patent application  that  discloses  and  claims  an  invention
conceived of by you after delivery  of  the  Licensed  Materials,  and
derived by you from your access to the Licensed Materials.

 d.    No Other License. Notwithstanding  anything  to  the  contrary,
nothing in this Agreement shall be  construed  as  a  license  to  any
intellectual property rights of TI other than those rights embodied in
the Licensed Materials provided to  you  by  TI.  EXCEPT  AS  PROVIDED
HEREIN,  NO  OTHER  LICENSE,  EXPRESS  OR  IMPLIED,  BY  ESTOPPEL   OR
OTHERWISE, TO ANY OTHER TI INTELLECTUAL  PROPERTY  RIGHTS  IS  GRANTED
HEREIN.

 e. Restrictions.

    i. You shall maintain the source code  versions  of  the  Licensed
Materials,  or  any  derivatives  thereof,  under   password   control
protection and shall  not  disclose  or  distribute  the  source  code
versions of the Licensed Materials, or any derivatives thereof, to any
person other than your employees and contractors whose job performance
requires access.

    ii. Use of any software application generated using  the  Licensed
Materials on processing devices manufactured by or for an entity other
than TI is a material breach of this Agreement. Use  of  the  Licensed
Materials to assist in the design, development or  verification  of  a
device not manufactured by or for TI is  a  material  breach  of  this
Agreement. Use of the Licensed Materials to generate applications  for
use with processing devices other than those manufactured by or for TI
is a material breach of this Agreement.

    iii. You may either make one copy  of  the  Source  Code  Licensed
Materials for archival purposes  or  copy  the  Source  Code  Licensed
Materials to another medium and keep the original Source Code Licensed
Materials for archival purposes. Other than as expressly set forth  in
this Section  1(e)(iii)  and  in  Section  1(a)  above,  you  may  not
otherwise copy or reproduce the Licensed Materials.

    iv. Except as expressly provided in this Agreement, you shall  not
copy, publish, disclose, display, provide, transfer or make  available
the Licensed Materials, or any derivatives thereof, to any third party
and  you  shall  not  sublicense,  transfer  or  assign  the  Licensed
Materials, or any derivatives  thereof,  or  your  rights  under  this
Agreement to any third  party.  You  shall  not  mortgage,  pledge  or
encumber the Licensed Materials, or any derivatives  thereof,  in  any
way.

    v. You may use the Licensed Materials, or any derivatives thereof,
with Open Source Software or with software developed using Open Source
Software tools provided you do not incorporate, combine or  distribute
the Licensed Materials, or any derivatives thereof, in a  manner  that
subjects the Licensed Materials, or any derivatives  thereof,  to  any
license obligations or any other intellectual property  related  terms
of any license governing such Open Source Software.

 f.    Termination. This Agreement is effective until terminated.  You
may terminate this Agreement at any time  by  written  notice  to  TI.
Without prejudice to any other rights, if you fail to comply with  the
terms of this Agreement, TI  may  terminate  your  right  to  use  the
Licensed Materials, or any derivatives thereof, and  any  applications
generated using the Licensed Materials, or  any  derivatives  thereof,
upon written notice to you. Upon expiration  or  termination  of  this
Agreement, you will  destroy  any  and  all  copies  of  the  Licensed
Materials, including any  derivatives  thereof,  in  your  possession,
custody or control and provide to TI a  written  statement  signed  by
your authorized representative certifying such destruction. Except for
Sections 1(a) and 1(b) and the limited license to TI in Section  1(c),
all  provisions  of  this  Agreement  shall  survive   expiration   or
termination of this Agreement.

2.      Licensed  Materials  Ownership.  The  Licensed  Materials  are
licensed, not sold to you, and can only be used in accordance with the
terms of this Agreement.  Subject  to  the  licenses  granted  to  you
pursuant to this Agreement,  TI  and  TI's  licensors  own  and  shall
continue to own all right, title and interest in and to  the  Licensed
Materials, including all copies thereof. The parties  agree  that  all
fixes,  modifications  and  improvements  to  the  Licensed  Materials
conceived of or made by TI that are based, either in whole or in part,
on your feedback, suggestions or  recommendations  are  the  exclusive
property of TI and all right, title and interest in and to such fixes,
modifications or improvements to  the  Licensed  Materials  will  vest
solely in TI. You acknowledge and agree that regardless of the changes
made to the  Licensed  Materials,  your  right  to  use  any  and  all
derivatives of the Licensed Materials  shall  remain  subject  to  the
terms and conditions of this Agreement. Moreover, you acknowledge  and
agree that when your  independently  developed  software  or  hardware
components are combined, in  whole  or  in  part,  with  the  Licensed
Materials, or any derivative thereof, your right to use  the  Licensed
Materials, or any  derivative  thereof,  embodied  in  such  resulting
combined work shall remain subject to the terms and conditions of this
Agreement.

3. Intellectual Property Rights.

 a.    The Licensed  Materials  contain  copyrighted  material,  trade
secrets and other proprietary information of TI and its licensors  and
are protected by copyright laws, international copyright treaties  and
trade secret laws, as well as other  intellectual  property  laws.  To
protect TI's and its licensors' rights in the Licensed Materials,  you
agree, except as specifically permitted by statute by a provision that
cannot be waived by contract,  not  to  "unlock",  decompile,  reverse
engineer, disassemble or otherwise translate  to  a  human-perceivable
form any portions of the Licensed Materials provided to you in  object
code format only, nor permit any person or entity to do so. You  shall
not   remove,   erase,   alter,   tamper,   cover   or   obscure   any
confidentiality, trade secret, trade mark, patent, copyright or  other
proprietary notice or other identifying marks or  designs  printed  or
stamped on, affixed to, or encoded or recorded in any component of the
Licensed Materials. You shall reproduce and include in all  copies  of
the Licensed Materials, or  any  derivatives  thereof,  the  copyright
notice(s) and proprietary legend(s) of TI and its  licensors  as  they
appear  in  the  Licensed  Materials.  TI  reserves  all  rights   not
specifically granted under this Agreement.

 b.    Certain Licensed Materials may be based on industry  recognized
standards  or  software  programs  published  by  industry  recognized
standards bodies and certain third parties may claim to  own  patents,
copyrights  and  other  intellectual  property   rights   that   cover
implementation of those standards. You acknowledge and agree that this
Agreement does not convey a license to any such third  party  patents,
copyrights, and other intellectual property rights and  that  you  are
solely responsible for any patent,  copyright  or  other  intellectual
property right claim that relates to your use or distribution  of  the
Licensed Materials, or your use or distribution of your products  that
include  or  incorporate  the  Licensed   Materials.   Moreover,   you
acknowledge that any fees or royalties paid to  TI  pursuant  to  this
Agreement, as applicable, do not include any fees  or  royalties  that
may be payable  to  any  third  party  based  on  such  third  party's
interests in the  Licensed  Materials  or  any  intellectual  property
rights that cover implementation of any industry recognized  standard,
any software program published by any  industry  recognized  standards
bodies or any other proprietary technology.  You  further  acknowledge
that you are responsible for any such third party fees or royalties.

4.     Confidential Information. You acknowledge and  agree  that  the
Licensed Materials, and any derivatives thereof, contain trade secrets
and other confidential information of TI and its licensors. You  agree
to use the Licensed Materials,  or  any  derivatives  thereof,  solely
within the scope of the licenses set forth  herein,  to  maintain  the
Licensed Materials, or any derivatives thereof, in strict  confidence,
to use at least the same procedures and degree of care that you use to
prevent disclosure  of  your  own  confidential  information  of  like
importance but in no  instance  less  than  reasonable  care,  and  to
prevent disclosure of  the  Licensed  Materials,  or  any  derivatives
thereof, to any third party, except as may be necessary  and  required
in connection with your rights and obligations hereunder. You agree to
obtain executed confidentiality agreements  with  your  employees  and
contractors  having  access  to  the  Licensed   Materials,   or   any
derivatives thereof, and to diligently  take  steps  to  enforce  such
agreements  in  this  respect.  TI  agrees  that   industry   standard
employment agreements used in the normal course of your business shall
satisfy the requirements of this section. TI may disclose your contact
information to TI's licensors.

5.     Warranties and Limitations. THE LICENSED MATERIALS ARE PROVIDED
"AS IS". TI AND ITS LICENSORS  MAKE  NO  WARRANTY  OR  REPRESENTATION,
EITHER  EXPRESS,  IMPLIED  OR  STATUTORY,   REGARDING   THE   LICENSED
MATERIALS, INCLUDING BUT NOT LIMITED TO,  ANY  IMPLIED  WARRANTIES  OF
MERCHANTABILITY   OR   FITNESS   FOR   A   PARTICULAR    PURPOSE    OR
NON-INFRINGEMENT OF ANY THIRD PARTY PATENTS, COPYRIGHTS, TRADE SECRETS
OR  OTHER  INTELLECTUAL  PROPERTY  RIGHTS.  YOU  AGREE  TO  USE   YOUR
INDEPENDENT JUDGMENT IN DEVELOPING YOUR PRODUCTS  AND  DERIVATIVES  OF
THE LICENSED MATERIALS. NOTHING CONTAINED IN THIS  AGREEMENT  WILL  BE
CONSTRUED AS A WARRANTY OR REPRESENTATION BY TI TO MAINTAIN PRODUCTION
OF ANY TI SEMICONDUCTOR DEVICE OR  OTHER  HARDWARE  OR  SOFTWARE  WITH
WHICH THE LICENSED MATERIALS, OR ANY DERIVATIVES THEREOF, MAY BE USED.

    YOU ACKNOWLEDGE AND AGREE THAT THE LICENSED MATERIALS MAY  NOT  BE
INTENDED FOR PRODUCTION APPLICATIONS AND  MAY  CONTAIN  IRREGULARITIES
AND  DEFECTS  NOT  FOUND  IN  PRODUCTION  SOFTWARE.  FURTHERMORE,  YOU
ACKNOWLEDGE AND AGREE THAT THE LICENSED MATERIALS HAVE NOT BEEN TESTED
OR  CERTIFIED  BY  ANY  GOVERNMENT  AGENCY  OR   INDUSTRY   REGULATORY
ORGANIZATION OR ANY OTHER THIRD PARTY  ORGANIZATION.  YOU  AGREE  THAT
PRIOR TO USING, INCORPORATING OR DISTRIBUTING THE  LICENSED  MATERIALS
IN OR WITH ANY COMMERCIAL PRODUCT THAT YOU WILL  THOROUGHLY  TEST  THE
PRODUCT AND THE FUNCTIONALITY OF THE LICENSED  MATERIALS  IN  OR  WITH
THAT PRODUCT AND BE SOLELY RESPONSIBLE FOR ANY PROBLEMS OR FAILURES.

    IN NO EVENT SHALL TI, OR ITS LICENSORS, BE LIABLE FOR ANY SPECIAL,
INDIRECT,  INCIDENTAL,  PUNITIVE  OR  CONSEQUENTIAL  DAMAGES,  HOWEVER
CAUSED, ON ANY THEORY OF LIABILITY, IN CONNECTION WITH OR ARISING  OUT
OF THIS AGREEMENT OR  THE  USE  OF  THE  LICENSED  MATERIALS,  OR  ANY
DERIVATIVES THEREOF, REGARDLESS OF WHETHER TI HAS BEEN ADVISED OF  THE
POSSIBILITY OF SUCH DAMAGES. EXCLUDED DAMAGES  INCLUDE,  BUT  ARE  NOT
LIMITED TO, COST OF REMOVAL OR REINSTALLATION, OUTSIDE COMPUTER  TIME,
LABOR COSTS, LOSS OF DATA, LOSS OF GOODWILL, LOSS OF PROFITS, LOSS  OF
SAVINGS, OR LOSS OF USE OR INTERRUPTION OF BUSINESS. IN NO EVENT  WILL
TI'S OR ITS LICENSORS' AGGREGATE LIABILITY  UNDER  THIS  AGREEMENT  OR
ARISING OUT OF YOUR USE OF THE LICENSED MATERIALS, OR ANY  DERIVATIVES
THEREOF, EXCEED THE GREATER OF FIVE HUNDRED U.S. DOLLARS  (US$500)  OR
THE FEES PAID TO TI BY YOU  FOR  THE  LICENSED  MATERIALS  UNDER  THIS
AGREEMENT.

    Because  some  jurisdictions  do  not  allow  the   exclusion   or
limitation of incidental or consequential damages or limitation on how
long an implied warranty lasts, the above  limitations  or  exclusions
may not apply to you.

6.     Indemnification Disclaimer. YOU ACKNOWLEDGE AND AGREE  THAT  TI
AND ITS APPLICABLE LICENSORS SHALL NOT BE LIABLE  FOR  AND  SHALL  NOT
DEFEND OR INDEMNIFY YOU AGAINST ANY  THIRD  PARTY  INFRINGEMENT  CLAIM
THAT RELATES TO OR IS BASED ON YOUR MANUFACTURE, USE  OR  DISTRIBUTION
OF THE  LICENSED  MATERIALS,  OR  ANY  DERIVATIVES  THEREOF,  OR  YOUR
MANUFACTURE, USE, OFFER FOR SALE, SALE, IMPORTATION OR DISTRIBUTION OF
YOUR PRODUCTS THAT INCLUDE OR INCORPORATE THE LICENSED  MATERIALS,  OR
ANY DERIVATIVES THEREOF.

7.     No Technical Support.  TI  and  TI's  licensors  are  under  no
obligation to install, maintain or support the Licensed Materials,  or
any derivatives thereof.

8.     Notices. All notices to TI  hereunder  shall  be  delivered  to
Texas Instruments Incorporated, 12500 TI Boulevard, Mail Station 8638,
Dallas, Texas 75243, Attention: Contracts Manager, ASP, with a copy to
Texas Instruments Incorporated,  13588  N.  Central  Expressway,  Mail
Station 3999, Dallas, Texas 75243, Attention: Law  Department  -  ASP.
All notices shall be deemed served when received by TI.

9.     Export  Control.  You  hereby  acknowledge  that  the  Licensed
Materials are subject  to  export  control  under  the  U.S.  Commerce
Department's Export Administration Regulations  ("EAR").  You  further
hereby acknowledge  and  agree  that  unless  prior  authorization  is
obtained from the U.S.  Commerce  Department,  neither  you  nor  your
customers will export, re-export or release, directly  or  indirectly,
any technology, software or software source code (as defined  in  Part
772 of the EAR), received from TI, or export, directly or  indirectly,
any direct product of such technology,  software  or  software  source
code (as defined in Part 734  of  the  EAR),  to  any  destination  or
country to which the export, re-export or release of  the  technology,
software or software source code, or direct product is  prohibited  by
the EAR. You  agree  that  none  of  the  Licensed  Materials  may  be
downloaded or otherwise exported or  reexported  (i)  into  (or  to  a
national or resident of) Cuba, Iran, North Korea, Sudan and  Syria  or
any other country the U.S. has embargoed goods; or (ii) to  anyone  on
the U.S. Treasury Department's List of Specially Designated  Nationals
or the U.S. Commerce Department's Denied Persons List or Entity  List.
You represent and warrant that you  are  not  located  in,  under  the
control of, or a national or resident of any such country  or  on  any
such list and you will not use or transfer the Licensed Materials,  or
any derivatives thereof, for use in any sensitive nuclear, chemical or
biological weapons, or missile technology end-uses  unless  authorized
by the U.S. Government by regulation or  specific  license  or  for  a
military end-use in, or by any military entity of,  Albania,  Armenia,
Azerbaijan,  Belarus,  Cambodia,  China,  Georgia,  Iraq,  Kazakhstan,
Kyrgyzstan, Laos, Libya, Macau, Moldova, Mongolia, Russia, Tajikistan,
Turkmenistan, Ukraine, Uzbekistan and  Vietnam.  Any  software  export
classification made by TI shall be for  TI's  internal  use  only  and
shall not be construed as a representation or warranty  regarding  the
proper export classification for such software or  whether  an  export
license or other documentation is required for the exportation of such
software.

10.     Governing Law and Severability; Waiver. This Agreement will be
governed by and interpreted in accordance with the laws of  the  State
of Texas, without reference to conflict of laws principles. If for any
reason a court of competent jurisdiction finds any  provision  of  the
Agreement to be unenforceable, that provision will be enforced to  the
maximum extent possible to effectuate the intent of the  parties,  and
the remainder of the  Agreement  shall  continue  in  full  force  and
effect. This Agreement shall not be governed  by  the  United  Nations
Convention on Contracts for the International Sale of Goods, or by the
Uniform Computer Information Transactions  Act  (UCITA).  The  parties
agree that non-exclusive jurisdiction for any dispute arising  out  of
or relating to this Agreement lies within the courts  located  in  the
State of Texas. Notwithstanding the foregoing,  any  judgment  may  be
enforced in any United States or foreign court, and either  party  may
seek injunctive relief in any United States or foreign court.  Failure
by TI to enforce any provision of this Agreement shall not be deemed a
waiver of future enforcement of that or any other  provision  in  this
Agreement or any other agreement that may  be  in  place  between  the
parties.

11.     PRC Provisions. If you are located in the People's Republic of
China ("PRC")  or  if  the  Licensed  Materials,  or  any  derivatives
thereof, will be sent to the PRC, the following provisions shall apply
and shall supersede any other provisions in this Agreement  concerning
the same subject matter:

 a.    Registration Requirements. You shall be solely responsible  for
performing all acts and obtaining all approvals that may  be  required
in connection with this  Agreement  by  the  government  of  the  PRC,
including but not limited to registering pursuant  to,  and  otherwise
complying with, the PRC Measures on  the  Administration  of  Software
Products, Management  Regulations  on  Technology  Import-Export,  and
Technology Import and Export Contract Registration  Management  Rules.
Upon receipt of such approvals from the  government  authorities,  you
shall forward evidence of all such approvals to TI for its records. In
the event that you fail to obtain any such approval  or  registration,
you shall be solely responsible for any and  all  losses,  damages  or
costs resulting therefrom, and shall indemnify TI for all such losses,
damages or costs.

 b.    Governing Language. This Agreement is written and  executed  in
the English language. If a translation of this Agreement  is  required
for any purpose, including but not  limited  to  registration  of  the
Agreement pursuant to any governmental laws, regulations or rules, you
shall  be  solely  responsible  for  creating  such  translation.  Any
translation of this Agreement into a language other  than  English  is
intended solely in order to comply with such  laws  or  for  reference
purposes, and the English language version shall be authoritative  and
controlling.

 c. Export Control.

    i. Diversions of Technology. You hereby agree  that  unless  prior
authorization is  obtained  from  the  U.S.  Department  of  Commerce,
neither you  nor  your  subsidiaries  or  affiliates  shall  knowingly
export, re-export or release, directly or indirectly, any  technology,
software or software source code (as defined in Part 772 of the Export
Administration  Regulations  of  the  U.S.  Department   of   Commerce
("EAR")), received from TI or any  of  its  affiliated  companies,  or
export, directly or indirectly, any direct product of such technology,
software or software source code (as defined in Part 734 of the  EAR),
to any destination or  country  to  which  the  export,  re-export  or
release of the technology, software, software source  code  or  direct
product is prohibited by the EAR.

    ii. Assurance of Compliance. You understand and  acknowledge  that
products, technology (regardless of the form in which it is provided),
software or software source code, received  from  TI  or  any  of  its
affiliates under this Agreement may be under  export  control  of  the
United States or other countries. You shall  comply  with  the  United
States and other applicable non-U.S. laws  and  regulations  governing
the  export,  re-export  and  release  of  any  products,  technology,
software or software source code received under this Agreement from TI
or its  affiliates.  You  shall  not  undertake  any  action  that  is
prohibited  by  the  EAR.  Without  limiting  the  generality  of  the
foregoing, you specifically agree  that  you  shall  not  transfer  or
release products, technology, software or software source code  of  TI
or its affiliates to, or for use by, military end users or for use  in
military, missile, nuclear, biological or chemical weapons  end  uses.
iii. Licenses. Each party  shall  secure  at  its  own  expense,  such
licenses and export and import documents as  are  necessary  for  each
respective party to fulfill its obligations under this  Agreement.  If
such licenses or government  approvals  cannot  be  obtained,  TI  may
terminate this Agreement, or  shall  otherwise  be  excused  from  the
performance of any obligations it may have under  this  Agreement  for
which the licenses or government approvals are required.

12.     Contingencies. TI shall not be in breach of this Agreement and
shall not be liable for any non- performance or delay  in  performance
if such non-performance or delay is due to a force  majeure  event  or
other circumstances beyond TI's reasonable control, including but  not
limited to, shortages of labor, energy, fuel, machinery or  materials,
technical or yield failures, war, civil unrest,  any  government  act,
law or  regulation,  including  any  judicial  order  or  decree,  any
communication or power failure, labor dispute, natural disaster, fire,
flood, earthquake, explosion, terrorist act or Act of God.

13.     Entire Agreement. This is the entire agreement between you and
TI and this Agreement  supersedes  any  prior  agreement  between  the
parties related to the subject matter of this Agreement. No  amendment
or modification of this Agreement will be effective unless in  writing
and signed by a duly  authorized  representative  of  TI.  You  hereby
warrant and represent that you have obtained  all  authorizations  and
other applicable consents required empowering you to enter  into  this
Agreement.


TILaw#259194
