Code Generation Tools and Utilities Software License Agreement

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 THE TERMS OF  THE LICENSE AGREEMENT" 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  Code Generation Tools and Utilities Software
License Agreement  ("Agreement") is a  legal agreement between you  (either an
individual or entity) and Texas Instruments Incorporated ("TI").

By installing,  copying or otherwise  using the Licensed TI  Programs (defined
below), you agree to abide by the provisions set forth herein.  This Agreement
is displayed for you to read prior  to using the Licensed TI Programs.  If you
choose not  to agree  with these  provisions, do not  download or  install the
Licensed TI Programs.   If you have already paid for  the Licensed TI Programs
you may return them for a full refund.

1. Licensed TI  Programs.  The "Licensed TI Programs"  consist of all programs
and files enclosed or downloaded with this License Agreement.

2.  License  Grant  and  Use  Restrictions.   Subject to  the  terms  of  this
Agreement, including  all restrictions set forth  below, TI grants  to you the
following   non-exclusive,   non-transferable,  non-assignable,   royalty-free
license to the Licensed TI Programs.

  a. Host  License.   You  may  use  the Licensed  TI  Programs  to   generate
     applications that  execute solely  and exclusively on  processing devices
     manufactured  by or  for TI.   Use  of the  Licensed TI  Programs or  any
     software  application  generated  using   the  Licensed  TI  Programs  on
     processing devices manufactured by an  entity other than TI is a material
     breach of this  Agreement.  Use of the Licensed TI  Programs 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 TI
     Programs to  generate applications for use with  processing devices other
     than  those manufactured  by  or for  TI  is a  material  breach of  this
     Agreement.

  b. Restrictions.  This license is  for a single-user host computer.  You may
     not install the Licensed TI Programs on a network server or otherwise use
     the Licensed TI Programs on more than one host computer at the same time.
     Additionally, if this package  contains multiple versions of the Licensed
     TI Programs,  you may only use one  version of such programs  on a single
     host computer.   You may install  the Licensed TI Programs  on additional
     single-user host computers,  provided that in no event  may more than one
     copy of such Programs be in use at any one time.  You may either make one
     copy  of the  Licensed  TI Programs  for  archival purposes  or copy  the
     Licensed TI Programs to another  medium and keep the original Licensed TI
     Programs for  archival purposes.   Other than as  expressly set  forth in
     this Section  and in Section  2(c) below, you  may not otherwise  copy or
     reproduce the Licensed  TI Programs.  In no event may  you use two copies
     or versions of the Licensed TI Programs on more than one host computer at
     the  same time.   You  may not  distribute,  publish, rent  or lease  the
     Licensed TI  Programs or transfer  or assign this Agreement  without TI's
     prior  written permission  and you  may not  sub-license the  Licensed TI
     Programs except as provided herein.

  c. Target License.   The Licensed TI Programs may  include software programs
     in an object  code format that are designed specifically  for use with TI
     processing devices in target applications.  TI grants to you a license to
     reproduce, test and evaluate such programs solely for use with processing
     devices manufactured  by or  for TI.  The  Licensed TI Programs  may also
     include libraries and applications software in source code form.  You may
     use  these programs  to create  modified or  derivative programs  that in
     source code form remain subject  to the restrictions set forth in Section
     2(b), above, but  that in object code form may  be reproduced, tested and
     evaluated by you  solely for use with processing  devices manufactured by
     or for TI.

  d. Open Source Software Restriction.   You may not combine or distribute the
     Licensed TI Programs with Open Source Software (as defined below) or with
     software developed using  Open Source Software (e.g., tools)  in a manner
     that  subjects the Licensed  TI Programs  or any  portion thereof  to any
     license obligations of such Open Source Software.  "Open Source Software"
     means  any software licensed  under terms  requiring that  other software
     combined  or  distributed  with   such  software:  (i)  be  disclosed  or
     distributed in source  code form; (ii) be licensed  on terms inconsistent
     with the terms of this Agreement.

  e. Termination.   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  TI  Programs,  or any  derivative  thereof,  and  any
     applications generated using the  Licensed TI Programs, or any derivative
     thereof.  Upon  termination of this  Agreement, you will destroy  any and
     all  copies  of  the  Licensed  TI Programs,  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.

  f. Upgrades,  Updates and Plug-ins.   TI may supply  or provide one  or more
     upgrades, updates, or plug-ins  for the Licensed TI Programs.  Installing
     any  such upgrade,  update,  or  plug-in with  the  Licensed TI  Programs
     produces  an "Upgraded  Product."   You may  use  the resulting  Upgraded
     Product  only according  to the  terms of  this Agreement,  including the
     restrictions  in  Section 2.b.   (Restrictions),  as  they  apply to  the
     Licensed  TI Programs.   Notwithstanding the  foregoing, nothing  in this
     Agreement creates or may be construed as an obligation for TI to maintain
     or support the Licensed TI Programs or any Upgraded Product or to provide
     you with upgrades, updates or plug-ins to the Licensed TI Programs.

3.  Ownership of  the  Licensed TI  Programs.   The Licensed  TI Programs  are
licensed, not sold to you, and can only be used according to the terms of this
Agreement.  Subject to the licenses granted to you pursuant to this Agreement,
TI owns and shall continue to own all right, title, and interest in and to the
Licensed TI Programs, including all copies thereof.  You agree that all fixes,
modifications and  improvements to  the Licensed TI  Programs 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 will
vest solely in  TI.  You acknowledge and agree that  regardless of the changes
made to the Licensed TI Programs, your right to use any and all derivatives of
the Licensed TI  Programs 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 TI Programs,  or any derivative  thereof, your
right to use the Licensed TI  Programs, or any derivative thereof, embodied in
such resulting combined work shall  remain subject to the terms and conditions
of this Agreement

4. Intellectual Property Rights.  The Licensed TI Programs contain copyrighted
material,  trade secrets  and  other  proprietary information  of  TI and  are
protected  by  copyright laws,  international  copyright  treaties, and  trade
secret laws,  as well  as other intellectual  property laws.  To  protect TI's
intellectual property rights in the Licensed TI Programs you agree that except
as specifically permitted  by statute by a provision that  cannot be waived by
contract,  you will not  unlock, decompile,  reverse engineer,  disassemble or
otherwise  translate any binary  or object  code portions  of the  Licensed TI
Programs to a  human-perceivable form.  You also agree that  you will use your
best  efforts  to  prevent  your  employees and  contractors  from  unlocking,
decompiling, reverse engineering,  disassembling, modifying or translating the
Licensed TI Programs.   In no event may you alter,  obscure, remove or destroy
any confidentiality,  trade secret, trademark, patent, or  copyright notice or
other  identifying marks  or designs  from any  component of  the  Licensed TI
Programs.   And, you  agree to  reproduce  and include  in all  copies of  the
Licensed TI Programs the copyright  notice(s) and proprietary legends(s) of TI
as  they appear  in the  Licensed  TI Programs.   TI reserves  all rights  not
specifically granted under this Agreement.

5. Warranties and Limitations.  THE LICENSED TI PROGRAMS ARE PROVIDED "AS IS".
TI  MAKES NO  WARRANTIES OR  REPRESENTATIONS, EXPRESS,  IMPLIED  OR STATUTORY,
REGARDING THE LICENSED TI PROGRAMS, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED
WARRANTIES  OF MERCHANTABILITY,  FITNESS  FOR A  PARTICULAR  PURPOSE, LACK  OF
VIRUSES,  ACCURACY   OR  COMPLETENESS  OF  RESPONSES,  RESULTS   AND  LACK  OF
NEGLIGENCE.   TI  DISCLAIMS ANY  WARRANTY  OF  TITLE,  QUIET ENJOYMENT,  QUIET
POSSESSION,  AND NON-INFRINGEMENT  OF  ANY THIRD  PARTY INTELLECTUAL  PROPERTY
RIGHTS WITH REGARD TO THE LICENSED TI PROGRAMS AND YOUR USE OF THOSE PROGRAMS.

IN NO EVENT  SHALL TI, OR ANY APPLICABLE LICENSOR, BE  LIABLE FOR ANY SPECIAL,
INDIRECT, INCIDENTAL,  PUNATIVE OR  CONSEQUENTIAL DAMAGES, HOWEVER  CAUSED, ON
ANY THEORY OF  LIABILITY, REGARDLESS OF WHETHER OR NOT TI  HAS BEEN ADVISED OF
THE POSSIBILITY  OF SUCH DAMAGES,  IN CONNECTION WITH  OR ARISING OUT  OF THIS
AGREEMENT, THE LICENSED  TI PROGRAMS OR YOUR USE  OF THOSE PROGRAMS.  EXCLUDED
DAMAGES INCLUDE,  BUT ARE NOT LIMITED  TO, COST OF  REMOVAL OR REINSTALLATION,
PROCUREMENT  OF SUBSTITUTE  GOODS OR  SERVICES, 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 OR OTHER ECONOMIC  LOSS.  IN NO EVENT
WILL TI'S AGGREGATE LIABILITY UNDER THIS  AGREEMENT OR ARISING OUT OF YOUR USE
OF THE LICENSED TI  PROGRAMS EXCEED THE GREATER OF THE FEES  PAID TO TI BY YOU
FOR THE LICENSED TI PROGRAMS OR FIVE HUNDRED DOLLARS (US$ 500).

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. Remedies.  If  within ninety (90) days after the date  of purchase you find
defects in  the media or  the software does  not substantially conform  to the
enclosed documentation, you may return the Licensed TI Programs along with the
Purchase receipt, postage prepaid, to the following address and receive a full
refund:

    Texas Instruments Incorporated
    Software Development Systems,
    Mail Station 6106
    12203 Southwest Freeway
    Stafford, Texas 77477

7. Indemnification Disclaimer.  YOU ACKNOWLEDGE AND AGREE THAT TI 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  TI PROGRAMS OR  ANY DERIVATIVE THEREOF,  OR YOU
MANUFACTURE,, USE,  SALE, OFFER FOR  SALE, IMPORTATION OR DISTRIBUTION  OF ANY
PRODUCT  THAT  INCLUDES OR  INCORPORATES  THE  LICENSED  TI PROGRAMS,  OR  ANY
DERIVATIVE THEREOF.

8.  Export Control.  You hereby  acknowledge that the Licensed TI Programs 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 TI  Programs may be downloaded or otherwise exported
or re-exported  (i) into (or to a  national or resident of)  Cuba, Iran, Iraq,
Libya,  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
Person  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 TI
Programs 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.

9.  Governing Law,  Jurisdiction  and Severability.   This  Agreement will  be
governed  by and  interpreted according  to the  laws of  the State  of Texas,
without reference to that state's conflict-of-laws principles.  This Agreement
shall not  be governed by the  United Nations Convention on  Contracts for the
International Sale of Goods, nor shall  it be governed by the Uniform Computer
Information Transactions Act.   Any dispute arising out of  or related to this
Agreement will  be brought in the  state and federal courts  sitting in Dallas
County, Texas, and each party  consents to exclusive jurisdiction and venue in
those courts.  Each party waives all defenses of lack of personal jurisdiction
and forum nonconveniens and agrees that  process may be served on either party
in a manner authorized  by applicable law or court rule.  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.

10. Entire  Agreement.  This is  the entire Agreement  between you and  TI and
supersedes any prior agreement between  the parties related to the Licensed TI
Programs. 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.

