Wonderware Corporation License Agreement Revised: July 1999 IMPORTANT, READ CAREFULLY.

THIS WONDERWARE CORPORATION LICENSE AGREEMENT (THE "A GREEMENT") IS A BINDING CONTRACT BETWEEN YOU, THE END-USER (THE "LICENSEE") AND WONDERWARE CORPORATION ("WONDERWARE" OR THE "LICENSOR"). EXCEPT TO THE EXTENT YO U ARE BOUND BY A WRITTEN AGREEMENT SIGNED BY BOTH YOU AND WONDERWARE REGARDING T HE USE AND LICENSE OF THIS SOFTWARE PRODUCT, BY INSTALLING OR USING THIS SOFTWAR E PRODUCT, YOU, THE LICENSEE, ARE AGREEING TO BE BOUND BY THE TERMS, CONDITIONS AND LIMITATIONS OF THIS AGREEMENT, WHICH INCLUDES, BUT IS NOT LIMITED TO, THE SO FTWARE USAGE LICENSE, THE DISCLAIMER OF WARRANTY AND LIMITED WARRANTY, AND LIMIT ATION OF WONDERWARE'S LIABILITY. READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE INSTALLING OR U SING THE SOFTWARE. IF YOU DO NOT AGREE TO THE TERMS, CONDITIONS AND LIMITATIONS OF THIS AGREEMENT, PROMPTLY DELETE THE LICENSE FILES AND SOFTWARE FROM YOUR COM PUTER AND RETURN THE LICENSE FILE DISKETTE(S), THE ENTIRE DISK PACKAGE AND ALL O THER ITEMS (INCLUDING DOCUMENTATION AND PACKAGING) WITHIN 3O DAYS OF PURCHASE TO THE PLACE FROM WHICH YOU OBTAINED IT FOR A FULL REFUND. 1.0 Definitions.

1.1 Software. Software means the computer software programs for which Licen see is granted a license hereunder, the License Files necessary to enable those programs, the Documentation therefor and, to the extent Licensee either purchase s an Update or is entitled to receive Updates in connection with certain Technic al Support Services purchased pursuant to Section 3.2, Updates thereto. All com puter programs are licensed hereunder in object code (machine-readable) form onl y; except that certain "toolkit" software programs may include limited portions in source code (human-readable) form. 1.2 Server Software. Server Software means those components of, or programs in, the Software that provide services on a Workstation called a server which s ervices may be run, accessed or used by another Workstation. A Workstation runn ing Server Software is called a Server. 1.3 Client Software. Client Software means those components of, or programs in, the Software that allow a Workstation to run, access or utilize the services provided by the Server Software. A Workstation running Client Software or acces sing or utilizing Server Software is called a Client. 1.4 Client Access License or "CAL". Client Access License, or a "CAL", mean s a separate license that must be purchased for each Client that runs, accesses or utilizes Server Software running on a Server. 1.5 Documentation. Documentation means the user guides and manuals for the installation and use of the Software, whether provided in CD-ROM, hard copy or o ther form. 1.6 Update. Update means: (a) supplemental programs, if and when developed and distributed by Wonderware, that may contain bug fixes or improved program fu nctions for the Software; and (b) a subsequent release of the Software, if and w hen developed by Wonderware, which Wonderware generally makes available for lice nsees that have Comprehensive Support Services or Site Support Services, as the case may be, and to which Licensee is entitled under the Technical Support Servi ces Policy by virtue of having purchased such services pursuant to Section 3.2. An Update does not include any release, new version, option or future product, which Wonderware licenses separately.

1.7 Technical Support Services. Technical Support Services means: (i) Basi c Support Services provided to Licensee pursuant to Wonderware's Technical Suppo rt Services Policies, Terms and Conditions ("Technical Support Services Policy") in effect on the date the Software is delivered to Licensee; (ii) Comprehensive Support Services for the Software provided pursuant to Wonderware's Technical S upport Services Policy in effect on the date such services are ordered by or for Licensee, (iii) Site Support Services for the Software provided pursuant to Won derware's Technical Support Services Policy in effect on the date such services are ordered by or for Licensee, and (iv) Training Services provided pursuant to Wonderware's Training policies in effect on the date such services are ordered b y or for Licensee. 1.8 Workstation. Workstation means any computer or other digital, electroni c or computing device that runs, accesses or utilizes the Software. 1.9 Designated Workstation. Designated Workstation means the single Worksta tion owned, leased or otherwise controlled by Licensee at a single location iden tified on the License File or Order Form on which the Software is to be installe d or run. 1.10 Order Form. Order Form means (i) the document in hard or electronic cop y by which particular Software or Technical Support Services is ordered by or fo r Licensee and by which Wonderware is advised of the location of the Designated Workstation and (ii) any order confirmation that may be issued by Wonderware ac knowledging receipt of, or accepting, an order by Licensee for particular Softwa re or Technical Support Services. 1.11 License File. License File means a component of the Software that enabl es one or more other components of the Software and may also specify the locatio n of the Designated Workstation and the Licensee. The License File also specifi es certain limitations on the use of the enabled components of the Software and the purposes for, and extent to, which the enabled components of the Software ma y be used. Certain components of the Software may be licensed hereunder without a License File. For reference purposes, the components of the Software enabled by a particular License File correlate to Wonderware part numbers as may be ref lected on the License File or on one or more Order Forms. 1.12 License Fee. License Fee means the fee paid to Wonderware for each spec ific license to use the Software granted hereunder as may be identified in an Or der Form received and accepted by Wonderware. 1.13 Toolkit Software. Toolkit Software means Software designated by Wonderw are on the Order Form and License File as a "Toolkit" software product and which may include compiled computer code and portions of source code. 2.0 Software License.

2.1 Grant of License and Limitations. In consideration of the License Fee a nd subject to the terms, conditions and limitations set forth in this Agreement and the limitations set forth in the License File and any Order Form, Wonderware grants to Licensee a nonexclusive license to use a single instance of the compo nents of the Software specified in the License File and /or the Order Form for w hich the License Fee has been paid solely for Licensee's business operations on a single Designated Workstation at the location specified in the License File or Order Form. The Software is licensed to Licensee, not sold. 2.1.1 Installation Limitations. The media upon which the Software res ides may contain multiple copies of some of the components of the Software, each of which is compatible with different microprocessor architectures or different

underlying operating systems. Licensee may install the Software for use only w ith one architecture and one operating system at any given time, consistent with the restrictions in the License File or Order Form. 2.1.2 Client & Server Software Limitations. Server Software may be i nstalled on a single Server that shall be the Designated Workstation hereunder. The services of the Server Software are considered to be accessed or utilized w hen there is a direct or indirect connection between a Client and the Server Sof tware running on the Server (regardless whether the Server Software is accessed or utilized using the Client Software, third party software or an application de veloped by the Licensee). All Server Software can be licensed for use in "per s eat mode" and certain Server Software may be licensed for use in "per server mod e". If the Server Software is licensed for use in "per seat mode" (as identified in the Order Form or License File), then a separate CAL must be purchased for e ach specific Client that accesses or utilizes Server Software and each CAL must be dedicated to a single Workstation. If the Server Software is licensed for us e in "per server mode" (as identified in the Order Form or License File), then t he maximum number of Workstations that may access or utilize the services of the Server Software at a given point in time is equal to the number of CALs that ha ve be been purchased and designated for use exclusively with that Server. CALs authorize access or use of only the specific Server Software associated with suc h CAL as identified in the applicable Order Form or License File. Further, if t he Software includes IndustrialSQL Server licensed for development purposes then the IndustrialSQL Server component has unlimited tag count, but is restricted t o only 500 tag count when used in Run-Time mode. If the Server Software is lice nsed in per seat mode then the choice is permanent. If the Server Software is l icensed in per server mode then Licensee may, one time only, convert to per seat mode as long as Licensee acquires a CAL for each Workstation that accesses or u tilizes the services of the Server Software. If Licensee is permitted to switch from per server mode to per seat mode then Licensee may transfer any CALs acqui red for use in per server mode to an equal number of Workstations in per seat mo de. 2.1.3 Internet Server Access. For purposes of this section "Web Serve r" is any Server running Microsoft(r) Internet Information Server, Peer Web Serv er or a similar non-Microsoft product. An "Internet User" is any person connect ed to the internet, other than a person: (i) employed by Licensee (as an employ ee, independent contractor, or in any other capacity) or (ii) otherwise providin g goods or services to Licensee (for example, one of Licensee's suppliers) or on Licensee's behalf (for example, one of Licensee's distributors or resellers, or a consulting firm hired by Licensee). If the Software licensed by Licensee her eunder (as shown on the License File and Order Forms) includes a Server Internet Connector then Licensee may permit an unlimited number of computers or Workstat ions being used by Internet Users to access the services of a single Server with out the need to acquire a separate CAL for each such computer or Workstation, pr ovided access to such Server is via a Web Server. 2.1.4 Scout Outpost Server. If the Software licensed by Licensee here under (as shown on the License File and Order Forms) includes Server Software kn own as Scout Outpost Server and Client Software known as Scout VT Client, then L icensee may install and use one copy of such Server Software on one Server, whic h may be connected to an unlimited number of Workstations or computers, and may install and use one copy of such Client Software on one Client, which may be con nected to an unlimited number of Workstations or computers. Licensee must acqui re a separate Data Provider Connection License to enable Such Server Software to access data from any data provider. Each Data Provider Connection License must be dedicated to one unique Designated Computer. 2.1.5 Referencing and Tag Counts. Certain components of the Software may include functionality that permits "referencing" of remote tags from Wonderw

are software applications running on other computers or Workstations. The maxim um number of remote tags that Licensee may utilize or reference is limited to th e number of local tags specified for the Software licensed hereunder as specifie d in the License File or Order Form. 2.1.6 Toolkit Restrictions and Rights. If the licensed Software inclu des I/O Server Toolkit Software ("I/O Server Toolkit") then Licensee may use the licensed I/O Server Toolkit to prepare one or more I/O servers incorporating so me or all of the following compiled object code files of the licensed I/O Server Toolkit: the FactorySuite 2000 Common Component (excluding the Crystal Reports software) files found in the FS2KCOMM folder of the FactorySuite Toolkit CD alon g with the I/O Server Toolkit header files (H files) and one library file (toolk it7.lib), plus both WWLogger.exe files (16 or 32 bit versions). Licensee may th en use the I/O servers in connection with Licensee's other applications of Wonde rware Software. If the licensed Software includes the InControl I/O Driver Toolkit Software (the InControl Toolkit") then Licensee may use the licensed InControl Toolkit to pre pare one or more InControl I/O Drivers incorporating some or all of the source c ode files of the InControl Toolkit. Licensee may then use the Extension Tools i n connection with Licensee's other applications of Wonderware Software. If the licensed Software includes the InControl Factory Object Toolkit Software (the "InControl Factory Object Toolkit") then Licensee may use the licensed InCo ntrol Factory Object Toolkit to prepare one or more ActiveX objects incorporatin g some or all of the source code files of the InControl Factory Object Toolkit. Licensee may then use the objects in connection with Licensee's other applicati ons of Wonderware Software. If the licensed Software includes the InTouch Extensibility Toolkit Software (th e "InTouch Toolkit") then Licensee may use the licensed InTouch Toolkit to prepa re one or more wizards, script extensions or programs that access the InTouch ta g database ("Extension Tools") incorporating some or all of the following compil ed object code files of the InTouch Toolkit: ptacc.dll; itedit.ocx; wizapi.dll; vbit.vbx; and wizdll.dll. Licensee may then use the Extension Tools in connect ion with Licensee's other applications of Wonderware Software. If the licensed Software includes the InBatch SDK Toolkit Software (the "SDK Too lkit") then Licensee may use the licensed SDK Toolkit to prepare one or more set s of Application Program Interfaces ("SDK Tools") incorporating some or all of t he following compiled object code files of the SDK Toolkit: Batch Talk Library, Batch Database Library, Tag Talk Library, security Library, and Environment Talk Library. Licensee may then use the SDK Tools in connection with Licensee's othe r applications of Wonderware Software. Licensee may further distribute, royalty free, the I/O Servers, InControl I/O Dr ivers, InControl Factory Objects, Extension Tools and SDK Tools it prepared to o ther third party users of Wonderware software products provided that Licensee: ( a) includes Wonderware's copyright and other proprietary rights notices; (b) ind emnifies, holds harmless and defends Wonderware and its suppliers from and again st any claims or lawsuits, including attorney's fees, that arise or result from the use or distribution of the I/O servers, Extension Tools, SDK Tools or Licens ee's products; (c) agrees that all such items are provided "AS IS" without warra nty of any kind, and (d) otherwise comply with the terms and limitations of this Agreement. 2.1.7 Terminal Server Edition Technology. If Licensee uses Terminal S erver Edition or other technology to run two or more instances of the same Softw are on a single Server or Workstation then a separate license must be purchased for each instance of the Software being run.

2.1.8 Runtime Restriction. If the Software licensed hereunder is for "Runtime" use, then it may only be used to run a specific application, and may n ot be used either (a) to develop, and/or (b) in conjunction with, new applicatio ns, databases, or tables other than those contained in the specific application to which the "Runtime" license relates. This provision does not prohibit Licens ee from using a tool to run queries or reports from existing tables, or from usi ng a separately licensed development environment to configure or extend such spe cific application. 2.1.9 No Multiplexing or Pooling. Use of software or hardware that re duces the number of users directly accessing or utilizing Server Software (somet imes called "multiplexing" or "pooling" software or hardware) does not reduce th e number of CALs required. The required number of CALs would equal the number o f distinct inputs to the multiplexing or pooling software or hardware "front end ." 2.1.10 Per Server Mode (Concurrent Use). Certain Software may permit us e in per server mode, also called "concurrent use" if so specified in the Order Form or License File. If the Software is licensed for per server mode, then Lic ensee may install such Software on an unlimited number of Workstations provided however that the maximum number of workstations and servers utilizing the softw are at any given point in time not exceed the number of per server licenses spec ified in the order form or license file. 2.2 Ownership. Licensee owns the magnetic or other physical media upon whic h the Software is originally or subsequently recorded or fixed, but Wonderware o r Wonderware's Licensors retains all title, copyright and other proprietary righ ts in, and ownership of, the Software regardless of the media upon which the ori ginal or any copy may be recorded or fixed. Licensee does not acquire any right s, express or implied, other than those expressly granted in this Agreement. 2.3 Copy Restrictions. Copyright laws and international treaties protect th e Software, including the Documentation. Unauthorized copying of the Software, the Documentation or any part thereof, is expressly prohibited. Subject to thes e restrictions, Licensee may make one (1) copy of the Software solely for backup or archival purposes, and may make a limited number of copies of the Documentat ion for use by Licensee in connection with its authorized use of the Software. Licensee shall number and account for all such copies. All titles, trademarks, and copyright and restricted rights notices shall be reproduced in such copies. 2.4 Use Restrictions. Licensee may transfer the Software from one Designate d Workstation to another for application development or for operation of the Sof tware provided that: (i) the Software (including the License Files) is complete ly removed from the initial Designated Workstation prior to installing the Softw are on the second computer, and (ii) the end-user identification information (in cluding the identification and location of the Designated Computer) contained wi thin the License File remains accurate. The Software may only be used on one co mputer at a time. The Software is licensed as a single product. Its component parts may not be separated for use on more than one computer. Licensee shall no t, nor shall Licensee suffer or permit others to, modify, adapt, translate, reve rse engineer, decompile or disassemble the Software or any component thereof (in cluding the Documentation), or create derivative works based on the Software (in cluding the Documentation), except to the extent such forgoing restriction is pr ohibited by applicable law. 2.5 Transfer and Assignment Restrictions. Licensee may not transfer, sublic ense, rent, lease, sell, loan or assign the Software or any part thereof, or any of its rights or duties under this Agreement, to any other person or entity wit hout the prior written consent of Wonderware.

2.6 Verification. At Wonderware's written request, not more frequently than annually, Licensee shall furnish Wonderware with a signed certification verifyi ng that the Software is being used in accordance with the provisions of this Agr eement. Wonderware may audit Licensee's use of the Software. Any such audit sh all be conducted during regular business hours at Licensee's facilities and shal l not unreasonably interfere with Licensee's business activities. If an audit r eveals that Licensee is using Software contrary to the terms and limitations of this License Agreement then Licensee shall be invoiced for additional license fe es consistent with Licensee's actual use of the Software in accordance with Wond erware's then current price list for the Software, which amount shall be immedia tely due and payable. This assessment of additional fees shall be without preju dice to any other remedies Wonderware may have for breach of this Agreement, inc luding without limitation termination under Section 4.3. 2.7 Version Limitations. The Software, and various components thereof, cont ain certain version numbers (such as version "6.5"). This Agreement permits Lic ensee to install one copy of the Software with the same (or a lower) version num ber as the Software version number listed on the License File or Order Form (or in an Update that is part of the Software hereunder licensed) on the number of c omputers authorized hereunder (for example, if the version number listed for a p articular component of the Software is "6.5", then Licensee may install a copy o f that component of the Software having a "6.5" or "6.0" version number, but not a "6.6" version number). 2.8 Run Time Maintenance. If the Software licensed by Licensee includes bot h (i) the development components of Wonderware's WindowMaker software product, a nd (ii) one or more run-time licenses for applications created using those Windo wMaker development components, then Licensee may install those development compo nents of the WindowMaker Software on the run-time licensed computers solely to f acilitate the maintenance of those run-time applications; provided, however, the License File for those development components of the WindowMaker Software must only be used on one computer at a time. 2.9 I/O Servers. Certain I/O server software may be included as part of the Software. Licensee may use any compatible standard Wonderware I/O server softw are with any other applicable Software components. 3.0 Technical Support Services.

3.1 Basic Support Services. Basic Support Services will be provided to Lice nsee subject to the provisions and limitations in this Agreement and Wonderware' s Technical Support Services Policy in effect on the date the Software is delive red to Licensee. 3.2 Comprehensive and Site Support Services. If Licensee purchases Comprehe nsive Support Services and Site Support Services then such services will be prov ided to Licensee subject to the provisions and limitations in this Agreement and the Technical Support Services Policy in effect on the date such Technical Supp ort Services are ordered by Licensee. The price of such services will be based on Wonderware's (or its authorized distributor's, as the case may be) price list in effect on the date such Technical Support Services are ordered by or for Lic ensee. 3.3 Training Services. Training Services will be provided to Licensee subje ct to the provisions and limitations in this Agreement and Wonderware's Training policies in effect on the date such Training Services are ordered by or for Lic ensee. The price of such services will be based on Wonderware's price list in e ffect on the date such Training Services are ordered by Licensee. 3.4 Sole Source Support. Wonderware and its authorized distributors and res

ellers (including systems integrators) are the sole support contacts for the Sof tware. 4.0 Term and Termination.

4.1 Term. The license granted hereunder shall continue perpetually unless t erminated by Licensee or Wonderware under this Article 4.0. 4.2 Termination by Licensee. Licensee may terminate the license granted her eunder at any time upon delivery of written notice to Wonderware. Termination s hall not relieve Licensee of its obligations specified in Section 4.4 below. 4.3 Termination by Wonderware. This Agreement and the license granted hereun der automatically terminates if Licensee breaches any provision of this Agreemen t. 4.4 Effect of Termination. Immediately upon termination of this Agreement o r the license granted hereunder, Licensee shall cease using the Software, shall delete the Software, including the License File(s), from its computer and shall either return to Wonderware or destroy the Software, including the License File( s), Documentation, packaging and all copies thereof. If Licensee elects to dest roy the Software then Licensee shall certify in writing to Wonderware the destru ction of the Software. Termination of this Agreement and return or destruction of the Software shall not limit either party from pursuing other remedies availa ble to it, including injunctive relief, nor shall such termination relieve Licen see's obligation to pay all fees and expenses that have accrued or are otherwise owed by Licensee under this Agreement or any Order Form received and accepted b y Wonderware. The parties' rights and obligations under the following sections of this Agreement shall survive termination of this Agreement: Article 1.0, Sec tion 2.2, Section 2.3, the last sentence of Section 2.4, Section 2.5, Section 2. 6, this Article 4.0, Article 5.0 and Article 6.0. 5.0 Indemnity, Warranties and Remedies

5.1 Infringement Indemnity. Subject to the limitations in Article 6 of this Agreement, Wonderware will defend and indemnify Licensee against a third party claim (an "Indemnified Claim") that the Software infringes any copyright enforce able in any Included Jurisdiction or misappropriates any trade secret (as the te rms "misappropriation" and "trade secret" are defined in the Uniform Trade Secre ts Act) protected under the laws of any of the United States, provided that: (i) Licensee notifies Wonderware in writing within 30 days of the claim; (ii) Wonde rware has sole control of the defense and all related settlement negotiations; a nd (iii) Licensee provides Wonderware with the assistance, information and autho rity necessary to perform Wonderware's obligations under this Section. For any intellectual property claim for which a defense is not provided in this Section 5.1, Wonderware, in its sole discretion, may elect to treat such intellectual pr operty claim as an Indemnified Claim as defined in this Section 5.1. Wonderware shall have no liability for any claim of infringement based on use of a superse ded or altered release of Software if the infringement would have been avoided b y the use of a current unaltered release of the Software which was obtainable by Licensee from Wonderware. Wonderware shall have no obligation to any Licensee for any Indemnified Claims r elating to allegations of copyright infringement which arise outside the geograp hical boundaries of the United States, Canada, Japan, or the European Union ("In cluded Jurisdictions"), or any Indemnified Claims relating to allegations of tra de secret misappropriation which arise outside the geographical boundaries of th e United States. If the Software is held, or is believed by Wonderware, to infringe, then Wonderw are shall have the option, at its expense, to: (I) modify the Software to be no ninfringing; or (ii) obtain for Licensee a license to continue using the Softwar

e. If, in Wonderware's sole discretion, it is not economically or commercially reasonable to perform either of the above options then Wonderware may terminate the license for the infringing Software and refund to Licensee the License Fee p aid to Wonderware for the infringing Software. This Section 5.1 states Wonderwa re's entire liability and Licensee's sole and exclusive remedy for infringement. 5.2 Limited Warranties and Disclaimers.

5.2.1 Limited Software Warranty. Wonderware warrants for a period of n inety (90) days following delivery of the Software that the Software will perfor m substantially in accordance with the Documentation. 5.2.2 Limited Media Warranty. Wonderware warrants for a period of nin ety (90) days following delivery of the Software that the CD-ROMs, diskettes or other media upon which the Software is delivered are free from defects in materi als and workmanship under normal use. 5.2.3 Limited Technical Support Services Warranty. Wonderware warrant s for a period of ninety (90) days following performance of the service that its Technical Support Services will be performed consistent with generally accepted industry standards. 5.2.4 Disclaimer of All Other Warranties. THE WARRANTIES ABOVE IN THI S SECTION 5.2 ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES, WHETHER EXP RESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY WO NDERWARE, ITS DEALERS, DISTRIBUTORS OR AGENTS OR EMPLOYEES SHALL CREATE A WARRAN TY OR IN ANY WAY INCREASE THE SCOPE OF THE WARRANTIES GIVEN IN THIS SECTION, AND LICENSEE MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE. Wonderware does not warrant that the Software will meet Licensee 's requirements, that the Software will operate in combinations other than as sp ecified in the Documentation, that the operation of the Software will be uninter rupted or error-free or that Software errors will be corrected. Preproduction r eleases (including Alpha and Beta site releases) of Software and Technical Suppo rt Services related thereto are distributed "AS IS". 5.3 Exclusive Remedies. For any breach of the warranties contained in Secti on 5.2, Licensee's exclusive remedy, and Wonderware's entire liability, shall be : 5.3.1 For Software. Wonderware shall use commercially reasonable effo rts to provide maintenance modifications or fixes with respect to any such mater ial defect (i.e. any defect covered by subsection 5.2.1) in a reasonably timely manner. If Wonderware is unable to make the Software operate as warranted, then Licensee may, within thirty (30) days after Wonderware's failure to cure or fix the defect, elect to terminate the license granted hereunder and recover the Li cense Fee paid to Wonderware with respect to the defective Software. 5.3.2 For Media. The replacement of the defective media returned with in ninety (90) days of delivery of the Software. 5.3.3 For Services. The reperformance of the services, or if Wonderwa re is unable to perform the services as warranted, Licensee shall be entitled to recover the fees paid to Wonderware for the unsatisfactory service. 6.0 General Provisions.

6.1 Update Policy. Wonderware may from time to time, but has no obligation to, create Updates of the Software or components thereof. Subject to the Techni

cal Support Services Policy in effect at the time Licensee orders Technical Supp ort Services, Wonderware will make such Updates available to Licensee provided L icensee is a Comprehensive Support or Site Support Service subscriber and not in breach of this Agreement at the time of the release of the Update. 6.2 Liability Limitation. NOTWITHSTANDING ANY PROVISION OF THIS AGREEMENT T O THE CONTRARY, EXCEPT FOR LICENSEE'S VIOLATION OF ARTICLE 2 OR SECTION 6.12 HER EOF, IN NO EVENT SHALL EITHER PARTY, NOR ANYONE ELSE WHO HAS BEEN INVOLVED IN TH E CREATION, PRODUCTION OR DELIVERY OF THE SOFTWARE, INCLUDING WONDERWARE LICENSO RS, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL D AMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA OR USE, INCURRED BY EITHER PARTY OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF SUC H PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WONDERWARE'S LIABI LITY FOR DAMAGES AND EXPENSES HEREUNDER OR RELATING HERETO (WHETHER IN AN ACTION IN CONTRACT OR TORT) SHALL IN NO EVENT EXCEED THE AMOUNT OF LICENSE FEES PAID T O WONDERWARE WITH RESPECT TO THIS AGREEMENT, AND IF SUCH DAMAGES RESULT FROM LIC ENSEE'S USE OF PARTICULAR LICENSE FILES OR TECHNICAL SUPPORT SERVICES THEN SUCH LIABILITY SHALL BE LIMITED TO LICENSE FEES PAID TO WONDERWARE FOR THE RELEVANT S OFTWARE OR SERVICES GIVING RISE TO THE LIABILITY. BECAUSE SOME STATES AND JURIS DICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, PORTIONS OF THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN WONDERWARE AND LICEN SEE. WONDERWARE'S PRICING REFLECTS THIS ALLOCATION OF RISK AND THE LIMITATION O F LIABILITY SPECIFIED HEREIN. 6.3 Governing Law. This Agreement shall be interpreted and enforced in acco rdance with the laws of the State of California, USA, without regard to choice o f law principles. 6.4 Jurisdiction and Arbitration. All disputes, claims or controversies ari sing out of or relating to this Agreement that are not resolved by the parties' good faith attempt to negotiate a resolution shall be submitted to final and bin ding arbitration before JAMS/Endispute, or its successor, in Orange County, Cali fornia, USA, pursuant to the United States Arbitration Act, 9 U.S.C. Sec. 1 et s eq. The arbitration will be conducted in accordance with the provisions of JAMS /Endispute's Streamlined Arbitration Rules and Procedures in effect at the time of filing of the demand for arbitration. The parties will cooperate with JAMS/E ndispute and each other in selecting a single arbitrator who shall be a former j udge or justice with substantial experiences in resolving business disputes with particular experience in resolving disputes involving computer software. The c osts of arbitration will be shared equally by the parties. The provisions of th is Section may be enforced by any court of competent jurisdiction. The arbitrat or shall not be empowered to award damages in excess of, or inconsistent with, t he liability limitations contained in this Agreement; however, the prevailing pa rty shall be entitled to an award of all costs, fees and expenses, including exp ert witness fees and attorneys fees, to be paid by the party against whom enforc ement is ordered. 6.5 Notices. All notices required to be sent hereunder shall be in writing and shall be deemed to have been given when mailed by first class mail to the ad dress shown on the relevant Order Form (if to Licensee) or to the Wonderware add ress shown on the relevant Order Form (if to Wonderware). 6.6 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force. 6.7 Waiver. The waiver by either party of any default or breach of this Agr eement shall not constitute a waiver of any other or subsequent default or breac h. Except for actions for nonpayment or breach of Wonderware's proprietary righ

ts in the Software, no action, regardless of form, arising from or relating to t his Agreement may be brought by either party more than two years after the cause of action has accrued. 6.8 Entire Agreement. This Agreement (together with any information from th e Order Forms and License Files necessary to identify the Software that is the s ubject of this Agreement or further specific restrictions applicable to such Sof tware) constitutes the complete agreement between the parties and supersedes all prior or contemporaneous agreements or representations, written or oral, concer ning the subject matter of this Agreement. This Agreement may not be modified o r amended except in a writing signed by a duly authorized representative of each party. No other act, document, usage or custom shall be deemed to amend or mod ify this Agreement. It is expressly agreed that the terms of this Agreement and any Order Form issued by Wonderware shall supersede the terms in any Order Form or other purchasing document submitted by Licensee; and the terms of any Licens ee Order Form or other purchasing document are expressly rejected to the extent inconsistent with the terms of this Agreement. Certain components of the Softwa re may also be subject to a paper or electronic license agreement delivered by o r on behalf of Wonderware concurrently herewith, the terms of which shall be sup plemental hereto to the extent not inconsistent herewith. If a copy of this Agr eement in a language other than English is included with the Software or Documen tation, it is included for convenience and the English language version of this Agreement shall control. 6.9 Export Restrictions. Licensee agrees to comply fully with all relevant export laws and regulations of the United States (the "Export Laws") to assure t hat neither the Software nor any direct product thereof are (I) exported, direct ly or indirectly, in violation of Export Laws; or (ii) are intended to be used f or any purposes prohibited by the Export Laws. Without limiting the foregoing L icensee will not export or re-export the Software: (i) to any country to which the U.S. has embargoed or restricted the export of goods or services, which curr ently include, but are not limited to Cuba, Iran, Iraq, Libya, North Korea, Suda n and Syria, or to any national of any such country, wherever located, who inten ds to transmit or transport the Software back to such country; (ii) to any end u ser who Licensee knows or has reason to know will utilize the Software in the de sign, development or production of nuclear, chemical or biological weapons; or ( iii) to any end-user who has been prohibited from participating in U.S. export t ransactions by any federal agency of the U.S. government. 6.10 U.S. Government Restricted Rights. The Software is a "commercial item" as that term is defined at 48 CFR 2.101 (October 1995), consisting of "commercia l computer software" and "commercial computer software documentation", as such t erms are used in 48 CFR 12.212 (September 1995), and is provided to the U.S. Gov ernment only as a commercial end item. Consistent with 48 CFR 12.212 and 48 CFR 227.7202-1 through 227.7202-4 (June 1995), all U.S. Government End Users acquire the Software with only those rights set forth herein. Contractor/ manufacturer is Wonderware Corporation, 100 Technology Drive, Irvine, CA 92618. Telephone nu mber (949) 727-3200. 6.11 Third Party Intellectual Property Right Notices. The Software may conta in components that are owned by third parties and are incorporated into, or embe dded in, the Software pursuant to license arrangements between Wonderware and su ch third parties ("Wonderware Licensors"). Wonderware Licensor components embed ded in the Software may only be used by Licensee as a part of the Software under this Agreement, and may not be used by Licensee in any other fashion or for any other purpose. Copyright and other proprietary rights notices of Wonderware an d Wonderware Licensors are contained in the Software, and Licensee shall not mod ify, delete or obfuscate any such notices. 6.12 Confidentiality. The Software, including the Documentation, the terms a

nd pricing under this Agreement, and any other information that may be marked as confidential is confidential and proprietary information of Wonderware ("Confid ential Information"). Results of any benchmark tests on the Software run by Lic ensee may not be disclosed outside of Licensee's organization without the prior written consent of Wonderware. Licensee shall hold the Confidential Information in strict confidence during the term of this Agreement and for a period of five (5) years thereafter. Licensee shall take reasonable steps to ensure that its e mployees and agents also comply with the strict confidentiality obligations of t his Section. Licensee acknowledges that confidential aspects of the Software (i ncluding any source code) is a trade secret of Wonderware, the disclosure of whi ch would cause substantial harm to Wonderware that could not be remedied by the payment of damages alone. Accordingly, Wonderware will be entitled to prelimina ry and permanent injunctive and other equitable relief for any breach of this Se ction 6.12. 6.13 Note on JAVA Support. The Software may contain support for programs wri tten in JAVA. JAVA technology is not fault tolerant and is not designed, manufa ctured, or intended for use or resale as online control equipment in hazardous e nvironments requiring fail-safe performance, such as in the operation of nuclear facilities, aircraft navigation or communications systems, air traffic control, direct life support machines, or weapons systems, in which the failure of JAVA technology could lead directly to death, personal injury, or severe physical or environmental damage. 6.14 FactorySuite Partners Program. Through its FactorySuite Partners Progra m Wonderware makes available for licensing from independent third party vendors ("Program Vendors") certain computer software products ("Program Products"). Li censing and use of Program Products are subject to the terms and limitations of separate license agreements with each such Program Vendor, which license agreeme nts must be viewed and accepted prior to, or concurrently with, the down-loading or installation of the Program Product. Wonderware makes no representation or warranty with respect to any Program Products. WW License Agt (form) Rev 7-99.doc