
    NATIONAL INSTRUMENTS SOFTWARE LICENSE AGREEMENT


INSTALLATION NOTICE: THIS IS A CONTRACT.  BEFORE YOU COMPLETE THE
INSTALLATION PROCESS, CAREFULLY READ THIS AGREEMENT. BY ANSWERING IN
THE AFFIRMATIVE TO THE APPLICABLE PROMPT OR CLICKING THE APPLICABLE
BUTTON TO COMPLETE THE INSTALLATION PROCESS, YOU CONSENT TO THE TERMS
OF THIS AGREEMENT AND YOU AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU
DO NOT WISH TO BECOME A PARTY TO THIS AGREEMENT AND BE BOUND BY ALL OF
ITS TERMS AND CONDITIONS, YOU MUST CANCEL THE INSTALLATION PROCESS. DO
NOT INSTALL OR USE THE SOFTWARE, AND RETURN THE SOFTWARE WITHIN THIRTY
(30) DAYS OF RECEIPT OF THE SOFTWARE (INCLUDING ALL ACCOMPANYING
WRITTEN MATERIALS, ALONG WITH THEIR CONTAINERS) TO THE PLACE YOU
OBTAINED THEM. ALL RETURNS SHALL BE SUBJECT TO NI'S THEN CURRENT
RETURN POLICY.

1. Definitions. As used in this Agreement, the following terms have the
  following meanings:

  A. "You."  Means you the individual using the SOFTWARE as well as
     your employer if you are using the SOFTWARE within the scope of
     your employment.

  B. "NI."  Means (i) National Instruments Corporation, a company
     organized under the laws of the State of Delaware, U.S.A., if the
     SOFTWARE is manufactured in the U.S.A.; (ii) National Instruments
     (Ireland) Limited, a company organized under the laws of the
     Republic of Ireland, if the SOFTWARE is manufactured in the
     Republic of Ireland; (iii) National Instruments Europe Kft, a
     limited liability company organized under the laws of Hungary, if
     the SOFTWARE is manufactured in Hungary; and (iv) National
     Instruments Services GmbH & Co KG, a company organized under the
     laws of Germany, if the SOFTWARE is DASYLab. If you are not sure
     where the SOFTWARE is manufactured, please contact National
     Instruments Corporation, 11500 N. Mopac Expressway, Austin,
     Texas, U.S.A. 78759-3504 (Attention: Legal Department).

  C. "Software."  Means the computer software programs provided with
     this Agreement and which are being installed together with all
     accompanying documentation, utilities, and driver interface
     software. If the SOFTWARE is part of a NI suite product, the term
     SOFTWARE means all of the applicable NI software programs
     comprising the applicable suite (including all accompanying
     documentation, utilities, and driver interface software) you have
     acquired. SOFTWARE includes all Upgrades that may be provided by
     NI and all Multiple Access Software. Driver interface SOFTWARE
     means National Instruments driver interface software (e.g.,
     NI-488, NI-488.2, NI-DAQ, NI-VXI, NI-VISA, etc.)

  D. "Upgrade."  Means any supplemental or replacement code for
     computer software you have previously licensed from NI.

  E. "Authorized Applications."  Means only those applications that:
     (i) you create with development versions of the SOFTWARE that you
     have validly licensed and (ii) are not in themselves general
     purpose tools that permit the development of applications to
     acquire, display, or analyze data.

2. Grant of License. In consideration of payment of the applicable fees to
  NI, NI is willing to provide you with a limited, non-exclusive right to
  use the SOFTWARE, but only pursuant to the terms and conditions of this
  Agreement. The specific use rights granted you are as follows and depend
  upon the type of license you have acquired:

  A. Single Seat License. If you have acquired a single seat license,
     you may install and use one copy of the SOFTWARE on a single
     computer in your workplace. All of the SOFTWARE must be installed
     and used on the same computer. You are not authorized under the
     single seat license to install or use any of the SOFTWARE on
     multiple computers, a network storage device, or other storage
     device.

  B. Multiple Seat License. If you have acquired a multiple seat
     license, you may distribute the master installation disk(s)
     containing the SOFTWARE for internal installation and use only on
     those computers located at the site(s) identified in the Multiple
     Seat License Program Agreement (the "MSLPA"). Your multiple seat
     license will, however, automatically terminate upon termination
     of the MSLPA and each use of the SOFTWARE for which you paid the
     applicable license fees under the MSLPA will automatically
     (without further action on NI's part) be converted to a single
     seat license. SHOULD YOU LATER DESIRE TO OBTAIN UPGRADES FOR THE
     SOFTWARE (WHETHER FOR INDIVIDUAL SEATS OR FOR ALL SEATS
     PREVIOUSLY COVERED BY THE MSLPA), YOU WILL BE REQUIRED TO PAY NI
     AN APPLICABLE ACTIVATION FEE FOR EACH SUCH SEAT.

  C. Multiple Access License. If the SOFTWARE you are using is: (i)
     NI's SDS software, (ii) NI's NI-488.2 software for GPIB-ENET or
     GPIB-ENET/100, or (iii) NI's FieldPoint Explorer software
     (individually or collectively, "Multiple Access Software"), you
     may install and use the SOFTWARE (including any or all versions
     thereof as provided by NI) on any number of computers or storage
     devices in your workplace solely for the purpose of accessing
     NI's serial device server hardware product in the case of NI's
     SDS software, solely for the purpose of accessing Ethernet to
     GPIB controllers in the case of NI's NI-488.2 software for
     GPIB-ENET or GPIB-ENET/100, and solely for the purpose of
     accessing FieldPoint serial or Ethernet network modules in the
     case of NI's FieldPoint Explorer software.

  D. Debug License. If you have acquired a debug license, you must
     have licensed the applicable SOFTWARE components (as identified
     below) under a separate single seat or multiple seat license with
     NI and you may now under the debug license install such SOFTWARE
     components on one (1) additional target production computer (for
     each debug license acquired). Each of the applicable components
     must be used on the same target production computer and solely
     for debug purposes only. In no event may you use the components
     for developing new programs (e.g., test sequences/modules,
     virtual instruments, etc.). Your debug license will immediately
     terminate should you use the components on more than one (1)
     target machine per each debug license or in any manner other than
     for debugging existing programs. If the SOFTWARE is TestStand,
     then the applicable components are: (i) the TestStand runtime
     execution engine for executing your sequences and the complete
     TestStand sequence editor development environment; and (ii) one
     (1) copy of LabVIEW and applicable software toolkits or modules;
     and (iii) one (1) copy of LabWindows/ CVI and applicable software
     toolkits or modules. If the SOFTWARE is LabVIEW, then the
     applicable component is one (1) copy of LabVIEW and applicable
     software toolkits or modules. If the SOFTWARE is LabWindows/CVI,
     then the applicable component is one (1) copy of LabWindows/ CVI
     and applicable software toolkits or modules.

  E. Note. The SOFTWARE is in "use" when loaded into temporary memory
     (i.e., RAM) or installed into permanent memory (e.g., hard disk,
     CD-ROM, network storage device, or other storage
     device). Floating or shared use is not permitted under this
     Agreement (i.e., allocating a single seat license or one seat of
     a multiple seat license to non-simultaneous use of the SOFTWARE
     (in whole or part) on multiple machines). Signing the MSLPA is a
     prerequisite to obtaining a multiple seat license.

3. Restrictions. You may not: (i) reverse engineer, decompile, or
  disassemble the SOFTWARE (except to the extent such foregoing
  restriction is expressly prohibited by applicable law); (ii)
  sub-license, lease, or rent the SOFTWARE; (iii) (other than as
  expressly permitted under this Agreement) distribute in whole or
  part, modify, or create derivatives of the SOFTWARE; and (iv)
  directly or indirectly, export, re-export, download, or ship the
  SOFTWARE in violation of the laws and regulations of the U.S.A. and
  the laws and regulations of the applicable jurisdiction in which you
  use or are downloading the SOFTWARE. Under no circumstance is
  "floating" or shared use permitted under this Agreement. Nothing in
  this Agreement, however, is intended to prevent you from creating
  your own driver interface software for use with NI software and
  third party hardware; provided, however, that in doing so you do not
  modify or use (in whole or part) any of the driver interface
  SOFTWARE.

4. Transfer. If you have a single seat license or if the SOFTWARE is
  Multiple Access Software, you may transfer the SOFTWARE to a third party
  provided that such third party accepts the terms and conditions of this
  Agreement and after such transfer you do not retain any copies of the
  SOFTWARE (including all Upgrades that you may have received) nor retain
  any of the written materials accompanying the SOFTWARE. If you have a
  multiple seat license, the license is non-transferable and you may not
  distribute or otherwise provide the SOFTWARE to any third party or to any
  of your sites or facilities not expressly identified in the MSLPA.

5. Upgrades. If the SOFTWARE is an Upgrade, you may only use the SOFTWARE if
  you have (at the time you receive the Upgrade) a valid license to use the
  pre-existing SOFTWARE. Further, the license agreement accompanying the
  Upgrade applies to your use of the Upgrade. While you may continue to use
  the pre-existing SOFTWARE, you may only use it on the same machine upon
  which the Upgrade is used and the license that accompanied the
  pre-existing SOFTWARE will continue to apply to your use of the
  pre-existing SOFTWARE.

6. Home Usage Exception. Notwithstanding anything in this Agreement to the
  contrary, if you are a business or other entity, the primary user of the
  single computer on which the SOFTWARE is installed and used as authorized
  by the applicable license may also install and use the SOFTWARE on one
  computer located in such user's home; provided the use of the SOFTWARE
  on such home computer is limited to work performed in the scope of such
  person's employment with you and further provided, such person promptly
  deletes the SOFTWARE from the home computer upon the termination of his or
  her employment with you.

7. Modifications of Driver Interface Software. If the SOFTWARE is driver
  interface SOFTWARE, you may modify the SOFTWARE solely for the purpose of
  further configuring the SOFTWARE for use with hardware of National
  Instruments Corporation.

8. Multiple Versions (CD-ROM Media). If the SOFTWARE is distributed on a
  CD-ROM containing multiple versions of the SOFTWARE, you may only use one
  version of the SOFTWARE. The foregoing limitation does not apply to
  Multiple Access Software.

9. Software/Hardware Key. If the SOFTWARE requires a software key code or a
  hardware key, you acknowledge that the SOFTWARE will not function without
  a certain, unique software key code or hardware key. This software key
  code or hardware key will be furnished to you by NI and you agree that
  such software key code and hardware key is to be used solely with the
  SOFTWARE for which it is provided.

10. Copyright. The SOFTWARE is owned by NI or its suppliers and is protected
   by applicable copyright laws and international treaty
   provisions. Therefore, you must treat the SOFTWARE like any other
   copyrighted material. You may, however, copy the SOFTWARE solely for
   backup or archival purposes. All rights not expressly granted to you in
   this Agreement are reserved to NI.

11. Patent and Trademark Notice. If the SOFTWARE is NI's LabVIEW software,
   then the SOFTWARE is covered by one or more of the following Patents: (i)
   United States Patent No(s). 4,901,221; 4,914,568; 5,291,587; 5,301,301;
   5,301,336; 5,475,851; 5,481,740; 5,481,741; 5,497,500; 5,504,917;
   5,583,988; 5,610,828; 5,652,909; 5,732,277; 5,734,863; 5,737,622;
   5,764,546; 5,784,275; 5,821,934; 5,847,953; 5,905,649; 5,920,479;
   5,974,254; 5,990,906; 6,064,812; 6,064,816; 6,102,965; 6,138,270;
   D384051; D387750; D384050; D384052; (ii) European Patent No(s). 0242131;
   (iii) Japanese Patent No(s). 3,016,783; and (iv) Canadian Patent
   No(s). 1285655. If the SOFTWARE includes the LabVIEW Signal Processing
   Toolset, then the SOFTWARE is covered by one or more of the following
   Patents: (i) U.S. Patent No(s). 5,353,233; 6,108,609; (ii) European
   Patent No(s). 0632899; and (iii) Japanese Patent No(s). 2,697,957. If the
   SOFTWARE includes the LabVIEW Datalogging and Supervisory Control Module,
   then the SOFTWARE is covered by one or more of the following Patents:
   U.S. Patent No(s). 5,964,892; 6,053,951. If the SOFTWARE includes LabVIEW
   Real Time, then the SOFTWARE is covered by one or more of the following
   Patents: U.S. Patent No(s). 6,173,438. If the SOFTWARE includes the
   LabVIEW PID Control Toolset, then the SOFTWARE is covered by one or more
   of the following Patents: U.S. Patent No(s). 6,081,751. If the SOFTWARE
   includes the IVI Driver Toolset, then the SOFTWARE is covered by one or
   more of the following Patents: U.S. Patent No(s). 5,963,726;
   6,085,156. If the SOFTWARE includes Measurement Studio or otherwise
   includes LabWindows/CVI or ComponentWorks, then the SOFTWARE is covered
   by one or more of the following Patents: U.S. Patent No(s). 5,583,988;
   5,870,088; 5,974,257. If the SOFTWARE includes NI-VISA software, then the
   SOFTWARE is covered by one or more of the following Patents: U.S. Patent
   No(s). 5,724,272; 5,710,727; 5,847,955; 5,640,572; 5,771,388; 5,627,988;
   5,717,614. If the SOFTWARE includes NI-DAQ software, then the SOFTWARE is
   covered by one or more of the following Patents: U.S. Patent
   No(s). 5,619,702; 6,067,584; 6,096,094; 6,052,743; 6,148,438; 5,926,775;
   5,987,530; 6,073,205; 5,781,137; 5,781,138; 6,016,112; 6,049,298;
   6,020,838. If the SOFTWARE includes the NI-488 or NI-488.2 (NI-GPIB)
   software, then the SOFTWARE is covered by one or more of the following
   Patents: U.S. Patent No(s). 5,974,541; 5,964,892; 5,958,028; 5,987,530;
   6,073,205. If the SOFTWARE includes the NI Fieldbus software, including
   one or more of the NI-FBUS Configurator software or the NI-FBUS Monitor
   software, then the SOFTWARE is covered by one or more of the following
   Patents: U.S. Patent No(s). 5,854,890; 5,796,721; 5,850,523; 5,971,581;
   6,141,596; 6,076,952; 5,978,850. If the SOFTWARE includes the NI-IMAQ
   software, then the SOFTWARE is covered by one or more of the following
   Patents: U.S. Patent No(s). 6,012,109; 6,161,154. If the SOFTWARE
   includes the IMAQ Vision software, then the SOFTWARE is covered by one or
   more of the following Patents: U.S. Patent No(s). 6,219,452; 6,222,940;
   6,229,921. Other U.S. and International Patents may be
   Pending. ComponentWorks, CVI, FieldPoint, IMAQ, Lookout, LabVIEW,
   LabWindows/ CVI, Measurement Studio, NI-488.2, NI-CAN, NI-DAQ, NI-FBUS,
   NI-VISA, NI-VXI and TestStand are the trademarks of National Instruments
   Corporation. DIAdem and CrashBase are the trademarks of National
   Instruments (Ireland) Limited. DASYLab is the trademark of National
   Instruments Services GmbH & Co KG. Further, all other product and company
   names used herein are (or may be) trademarks or trade names of their
   respective companies.

12. Application Deployment. You may distribute Authorized Applications
   (including applicable runtime engines for the SOFTWARE and applicable
   driver interface SOFTWARE that you may include as part of or together
   with your Authorized Applications) provided you comply with each of the
   requirements set forth in sub-sections (A) and (B) below:

  A.  Distribution Requirements.
     
  (1.) You include the following copyright notice "Copyright ©
       [year] National Instruments Corporation. All Rights Reserved" in
       the Authorized Application's About Box and in the applicable
       written documentation distributed with each copy of the
       Authorized Application (you may include your own copyright
       notice with the foregoing notice);

  (2.) You do not use NI's name, logo, or trademarks to market your
       Authorized Application without NI's express prior written
       permission;

  (3.) You agree to indemnify, hold harmless, and defend NI from and
       against any claims or lawsuits, including attorney's fees, that
       arise or result from the use or distribution of your
       application, AND EVEN IF DUE IN PART TO NI'S CONCURRENT
       NEGLIGENCE OR OTHER FAULT OR STRICT LIABILITY WITHOUT REGARD TO
       FAULT; PROVIDED, HOWEVER, THAT YOUR CONTRACTUAL OBLIGATION OF
       INDEMNIFICATION SHALL NOT EXTEND TO THE PERCENTAGE OF THE
       CLAIMANT'S DAMAGES OR INJURIES OR THE SETTLEMENT AMOUNT
       ATTRIBUTABLE TO NI'S NEGLIGENCE OR OTHER FAULT OR TO STRICT
       LIABILITY IMPOSED UPON NI AS A MATTER OF LAW; and

  (4.) You conform to the requirements described in the SDKLIC.TXT or
       the other applicable files if you are using Microsoft SDK files
       or other third party files.

  B. Fees. Generally, you may distribute Authorized Applications
     without paying additional fees to NI. If, however, the Authorized
     Application was created utilizing any of the following SOFTWARE:
     LabVIEW Remote Panels, LabVIEW Real-Time, LabVIEW Datalogging and
     Supervisory Control Module, National Instruments SQL Toolkit,
     National Instruments Sound and Vibration Toolset, National
     Instruments Order Analysis Toolset, National Instruments IMAQ
     Vision, National Instruments TestStand, National Instruments Test
     Executive, National Instruments Lookout, DASYLab, DIAdem, or such
     other SOFTWARE as NI may from time to time designate, then you
     must (before distributing the Authorized Application and
     applicable runtime engines for the SOFTWARE) either: (i) verify
     that the recipient has a valid license of such SOFTWARE for each
     computer on which the Authorized Application will be used or (ii)
     obtain written distribution authorization from NI and (if
     required by NI) pay to NI a per copy distribution/development fee
     for each Authorized Application distributed. Further, if the
     Authorized Application utilizes, calls, or otherwise accesses any
     driver interface SOFTWARE, then you must (before distributing the
     Authorized Application and applicable driver interface SOFTWARE)
     either: (i) verify that the recipient has a valid license of such
     driver interface SOFTWARE for each computer on which the
     Authorized Application will be used or (ii) obtain written
     distribution authorization from NI and (if required by NI) pay to
     NI a per copy distribution/development fee for each Authorized
     Application distributed. Contact NI or, if applicable, the NI
     subsidiary serving your country for the amount of the applicable
     per copy distribution/development fee.

13. Limited Warranty. NI warrants, for your benefit alone, that for a period
   of ninety (90) days from the date the SOFTWARE is shipped to you (i) the
   SOFTWARE will perform substantially in accordance with the accompanying
   written materials, and (ii) the medium on which the SOFTWARE is recorded
   will be free from defects in materials and workmanship under normal use
   and service. Any replacement SOFTWARE will be warranted for the remainder
   of the original warranty period or thirty (30) days, whichever is
   longer. Some states/jurisdictions do not allow limitations on duration of
   an express or implied warranty, so the above or any other limitation
   provided herein may not apply to you. In such event, such warranties are
   limited to the minimum warranty period allowed by applicable law. You
   must obtain a Return Material Authorization number from NI before
   returning the SOFTWARE under warranty to NI and you agree to pay expenses
   for shipment to and from NI. The Limited Warranty is void if failure of
   the SOFTWARE has resulted from accident, abuse, misapplication, improper
   calibration by you, third party products (i.e., hardware or software)
   used by you which are not intended by National Instruments for use with
   the SOFTWARE, utilization of an improper hardware or software key (if
   applicable), or unauthorized maintenance of the SOFTWARE.

14. Customer Remedies. NI's sole obligation (and your sole remedy) with
   respect to the foregoing Limited Warranty shall be to, at NI's option,
   return the fees paid or repair/replace the SOFTWARE, provided that NI
   receives written notice of applicable defects during the warranty
   period. You may not bring an action to enforce your remedies under the
   foregoing Limited Warranty more than one (1) year after the accrual of
   such cause of action.

15. No Other Warranties. EXCEPT AS EXPRESSLY SET FORTH ABOVE, THE
   SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, AND NO
   OTHER WARRANTIES, EITHER EXPRESSED OR IMPLIED ARE MADE WITH RESPECT
   TO THE SOFTWARE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED
   WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
   TITLE OR NON-INFRINGEMENT, OR ANY OTHER WARRANTIES THAT MAY ARISE
   FROM USAGE OF TRADE OR COURSE OF DEALING. NI DOES NOT WARRANT,
   GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE OF OR THE
   RESULTS OF THE USE OF THE SOFTWARE IN TERMS OF CORRECTNESS,
   ACCURACY, RELIABILITY, OR OTHERWISE AND DOES NOT WARRANT THAT THE
   OPERATION OF THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE. NI
   EXPRESSLY DISCLAIMS ANY WARRANTIES NOT STATED HEREIN.

16. Intellectual Property Liability. NI shall, at its own expense, defend
   any claim resulting from your use of the SOFTWARE as authorized by your
   license to the extent that such claim alleges that the SOFTWARE infringes
   any patent, copyright, or trademark protected by the laws of the U.S.A.,
   Canada, Mexico, Japan, Australia, Switzerland, Norway or the European
   Union, provided that such claim does not arise from your use of the
   SOFTWARE in combination with equipment or devices not made by NI, or from
   any modification of the SOFTWARE not made by NI, and further provided
   that you notify NI in writing immediately upon your obtaining notice of
   such impending claim and your full cooperation with NI in preparing a
   defense. If you provide to NI the authority, assistance, and information
   NI needs to defend or settle such claim, NI shall pay any final award of
   damages or settlement with respect to such claim and any expense you
   incur at NI's written request, but NI shall not be liable for a
   settlement made without its prior written consent. If the SOFTWARE is
   held to be infringing of the rights stated above and the use thereof is
   enjoined or if NI believes the SOFTWARE may be held to infringe a third
   party's intellectual property rights, NI shall, at its option, either
   (i) procure for you the right to use the SOFTWARE, (ii) replace or modify
   the SOFTWARE with other software which does not infringe, or (iii)
   receive your return of the infringing SOFTWARE and refund to you the
   license fee payment(s) made by you to NI. The foregoing states your sole
   remedy for, and NI's entire liability and responsibility for,
   infringement of any patent, trademark, copyright, or other intellectual
   property right relating to the SOFTWARE. THIS LIMITED INDEMNITY IS IN
   LIEU OF ANY OTHER STATUTORY OR IMPLIED WARRANTY AGAINST INFRINGEMENT.

17. Limitation On Liability. The entire liability of NI and its licensors,
   distributors, and suppliers (including its and their directors, officers,
   employees, and agents) is set forth above. To the maximum extent
   permitted by applicable law, in no event shall NI and its licensors,
   distributors, and suppliers (including its and their directors, officers,
   employees, and agents) be liable for any damages, including, but not
   limited to, any special, direct, indirect, incidental, exemplary, or
   consequential damages, expenses, lost profits, lost savings, business
   interruption, lost business information, or any other damages arising out
   of the use or inability to use the SOFTWARE, any technical support
   services relating to the SOFTWARE, or related hardware even if NI or its
   licensors, distributors, and suppliers has been advised of the
   possibility of such damages. You acknowledge that the applicable fees and
   prices reflect this allocation of risk. Because some states/jurisdictions
   do not allow the exclusion or limitation of liability for consequential
   or incidental damages, the above limitation may not apply. If the
   foregoing limitation of liability is not enforceable because the
   SOFTWARE, the services, or the hardware is determined by a court of
   competent jurisdiction in a final, non-appealable judgment to be
   defective and to have directly caused bodily injury, death, or property
   damage, in no event shall NI's liability for property damage exceed
   the greater of $50,000 or the license fee paid for the SOFTWARE.

18. Warning. (1) NI PRODUCTS ARE NOT DESIGNED WITH COMPONENTS AND
   TESTING FOR A LEVEL OF RELIABILITY SUITABLE FOR USE IN OR IN
   CONNECTION WITH SURGICAL IMPLANTS OR AS CRITICAL COMPONENTS IN ANY
   LIFE SUPPORT SYSTEMS WHOSE FAILURE TO PERFORM CAN REASONABLY BE
   EXPECTED TO CAUSE SIGNIFICANT INJURY TO A HUMAN. (2) IN ANY
   APPLICATION, INCLUDING THE ABOVE, RELIABILITY OF OPERATION OF THE
   SOFTWARE PRODUCTS CAN BE IMPAIRED BY ADVERSE FACTORS, INCLUDING BUT
   NOT LIMITED TO FLUCTUATIONS IN ELECTRICAL POWER SUPPLY, COMPUTER
   HARDWARE MALFUNCTIONS, COMPUTER OPERATING SYSTEM SOFTWARE FITNESS,
   FITNESS OF COMPILERS AND DEVELOPMENT SOFTWARE USED TO DEVELOP AN
   APPLICATION, INSTALLATION ERRORS, SOFTWARE AND HARDWARE
   COMPATIBILITY PROBLEMS, MALFUNCTIONS OR FAILURES OF ELECTRONIC
   MONITORING OR CONTROL DEVICES, TRANSIENT FAILURES OF ELECTRONIC
   SYSTEMS (HARDWARE AND/OR SOFTWARE), UNANTICIPATED USES OR MISUSES,
   OR ERRORS ON THE PART OF THE USER OR APPLICATIONS DESIGNER (ADVERSE
   FACTORS SUCH AS THESE ARE HEREAFTER COLLECTIVELY TERMED "SYSTEM
   FAILURES"). ANY APPLICATION WHERE A SYSTEM FAILURE WOULD CREATE A
   RISK OF HARM TO PROPERTY OR PERSONS (INCLUDING THE RISK OF BODILY
   INJURY AND DEATH) SHOULD NOT BE RELIANT SOLELY UPON ONE FORM OF
   ELECTRONIC SYSTEM DUE TO THE RISK OF SYSTEM FAILURE. TO AVOID
   DAMAGE, INJURY, OR DEATH, THE USER OR APPLICATION DESIGNER MUST
   TAKE REASONABLY PRUDENT STEPS TO PROTECT AGAINST SYSTEM FAILURES,
   INCLUDING BUT NOT LIMITED TO BACK-UP OR SHUT DOWN
   MECHANISMS. BECAUSE EACH END-USER SYSTEM IS CUSTOMIZED AND DIFFERS
   FROM NI'S TESTING PLATFORMS AND BECAUSE A USER OR APPLICATION
   DESIGNER MAY USE NI PRODUCTS IN COMBINATION WITH OTHER PRODUCTS IN
   A MANNER NOT EVALUATED OR CONTEMPLATED BY NI, THE USER OR
   APPLICATION DESIGNER IS ULTIMATELY RESPONSIBLE FOR VERIFYING AND
   VALIDATING THE SUITABILITY OF NI PRODUCTS WHENEVER NI PRODUCTS ARE
   INCORPORATED IN A SYSTEM OR APPLICATION, INCLUDING, WITHOUT
   LIMITATION, THE APPROPRIATE DESIGN, PROCESS AND SAFETY LEVEL OF
   SUCH SYSTEM OR APPLICATION.

19. U.S. Government Restricted Rights. If you are an agency, department, or
   other entity of the United States Government ("Government"), the
   use, duplication, reproduction, release, modification, disclosure or
   transfer of the SOFTWARE, or any related documentation of any kind,
   including technical data or manuals, is restricted in accordance with
   Federal Acquisition Regulation 12.212 for civilian agencies and Defense
   Federal Acquisition Regulation Supplement 227.7202 for military
   agencies. The SOFTWARE is commercial computer software and the related
   documentation is commercial computer software documentation. The use of
   the SOFTWARE and related documentation is further restricted in
   accordance with the terms of this Agreement, or any modification
   hereto. The Contractor/Manufacturer is National Instruments Corporation,
   11500 North Mopac Expressway, Austin, Texas, U.S.A., 78759-3504.

20. Compliance. You agree to make all applicable records available for
   review by NI during your normal business hours so as to permit NI (upon
   reasonable notice to you) to verify your compliance with the terms and
   conditions of this Agreement. Further, if you are a business or other
   entity, you agree that upon the request of NI or NI's authorized
   representative, you will promptly document and certify in writing to NI
   that your and your employees' use of the SOFTWARE complies with the
   terms and conditions of this Agreement.

21. Termination. This Agreement shall automatically terminate upon failure
   by you to comply with its terms, in which event you must destroy all
   copies of the SOFTWARE.
	
22. General.

  A. If the SOFTWARE is manufactured in the U.S.A., (i) this Agreement
     is governed by the laws of the State of Texas, U.S.A., exclusive
     of any provisions of the United Nations Convention on the
     International Sale of Goods, and without regard to principles of
     conflicts of law and (ii) the non-exclusive venue for all actions
     under this Agreement shall be in the courts located in Travis
     County, Texas, U.S.A. and the parties agree to submit to the
     jurisdiction of such courts.

  B. If the SOFTWARE is manufactured in the Republic of Ireland, (i)
     this Agreement is governed by the laws of the Republic of
     Ireland, exclusive of any provisions of the United Nations
     Convention on the International Sale of Goods, and without regard
     to principles of conflicts of law and (ii) the non-exclusive
     venue for all actions under this Agreement shall be in the courts
     located in Dublin, the Republic of Ireland and the parties agree
     to submit to the jurisdiction of such courts.

  C. If the SOFTWARE is manufactured in Hungary, (i) this Agreement is
     governed by the laws of Hungary, exclusive of any provisions of
     the United Nations Convention on the International Sale of Goods,
     and without regard to principles of conflicts of law and (ii) the
     non-exclusive venue for all actions under this Agreement shall be
     in the courts located in Hungary and the parties agree to submit
     to the jurisdiction of such courts.

  D. If the SOFTWARE is manufactured in Germany, (i) this Agreement is
     governed by the laws of Germany, exclusive of any provisions of
     the United Nations Convention on the International Sale of Goods,
     and without regard to principles of conflicts of law and (ii) the
     non-exclusive venue for all actions under this Agreement shall be
     in the courts located in Munich, Germany and the parties agree to
     submit to the jurisdiction of such courts.

  E. This Agreement (and if applicable the MSLPA) constitutes the
     complete agreement between you and NI regarding the SOFTWARE and
     it supersedes any oral or written proposals, prior agreements,
     purchase orders or any other communication between you and NI
     relating to the subject matter of this Agreement.

  F. If any action is brought by either party to this Agreement
     against the other regarding the subject matter hereof, the
     prevailing party shall be entitled to recover, in addition to any
     relief granted, reasonable attorney fees and court costs. If any
     provision of this Agreement is held invalid, the offending clause
     will be modified so as to be enforceable and, as modified, shall
     be fully enforced, and the remainder of this Agreement will
     continue in full force and effect. If you are downloading the
     SOFTWARE, you represent and warrant that you are not located in
     or under the control of any country which the export laws and
     regulations of such country or of the United States prohibit the
     exportation of the SOFTWARE to. Product and company names used
     herein are trademarks or trade names of their respective
     companies.

Copyright © 2001 National Instruments Corporation. All Rights Reserved.

370406A-01
August 2001
