

CUSTOMER SOFTWARE LICENSE 

IMPORTANT:  READ THIS LICENSE CAREFULLY 
BEFORE INSTALLING OR USING SOFTWARE 


THIS PRODUCT CONTAINS CERTAIN COMPUTER PROGRAMS AND OTHER PROPRIETARY MATERIAL,
THE USE OF WHICH IS SUBJECT TO THIS END USER SOFTWARE LICENSE AGREEMENT. THIS
LICENSE IS ENFORCEABLE EVEN IF YOU HAVE NOT GIVEN YOUR WRITTEN APPROVAL.
INSTALLATION AND/OR USE OF THIS SOFTWARE INDICATES YOUR ACCEPTANCE OF THIS
AGREEMENT IN ITS ENTIRETY.  BY THE USE AND/OR INSTALLATION OF THIS PRODUCT,
YOU ACCEPT ALL OF THE TERMS STATED HEREIN.  IF YOU DO NOT AGREE WITH ALL THE
TERMS, YOU MUST RETURN THE UNUSED PRODUCT (S), INCLUDING ALL MANUALS AND
DOCUMENTATION, TO NETWORK APPLIANCE, INC. ("NETAPP").  IF THE FOREGOING IS
RETURNED WITH PROOF OF PAYMENT TO NETAPP WITHIN FIFTEEN (15) DAYS OF FIRST
ACQUISITION, THEN YOU WILL RECEIVE A FULL REFUND. 

1.	LICENSE
Network Appliance, Inc. ("NetApp") grants Customer a nonexclusive, worldwide
license to use the accompanying software as specified herein in object code
form ("Software") solely for Customer's business use, together with the
accompanying documentation.  Customer shall only use the Software on NetApp's
products, and in the manner specified in the user documentation.  Customer has
no right to receive any source code or design documentation relating to the
Software.   This License is personal to Customer and Customer shall not assign,
transfer or sublicense this license without NetApp's prior written approval;
any attempt to do so shall be void.  This license is further restricted to the
particular protocols and accompanying documentation purchased hereunder.

2.	RESTRICTIONS
NetApp shall retain title to the Software and the accompanying documentation
and all copies and any derivative works thereof. Customer shall not make any
copies of the Software except as reasonably required for backup purposes.
Customer shall not, nor shall Customer allow any third party to: (a) decompile,
disassemble, decrypt, extract, or otherwise reverse engineer or attempt to
reconstruct, or discover any source code or underlying ideas, algorithms, or
file formats of, or used in, the Software by any means whatever; or (b) remove
or conceal any product identification, copyright or other notices contained in
or on the Software or accompanying documents; or (c) modify the Software,
incorporate it into or with other software, or create a derivative work of
any part of the Software. Customer must not publish or provide any results of
benchmark tests run on the Software to a third party without NetApp's prior
written consent.  The Software is NetApp's confidential property and contains
trade secrets.  It is protected by copyrights, one or more U.S. patents issued
or pending, and other applicable law.  Customer must take adequate steps to
protect the Software from unauthorized disclosure or use.

3.	TERMINATION OF LICENSE
This License is effective until terminated.  The License will terminate
automatically if:

I) Customer fails to cure any material breach of this Agreement within thirty
(30) days after such breach first occurs (or immediately in the case of a
breach of Section 2 herein).    

ii) Customer becomes insolvent, files, or has filed against it a petition under
applicable bankruptcy or insolvency laws which is not dismissed within ninety
(90) days; proposes any dissolution, composition or financial reorganization
with creditors; makes an assignment for the benefit of creditors; or if a
receiver, trustee or similar agent is appointed or takes possession with
respect to any property or business of the defaulting party. The termination
of this Agreement shall not relieve Customer from its obligations to
immediately pay NetApp any sums accrued hereunder prior to such termination.

If Customer is using the Software for evaluation, the License expires thirty
(30) days after Customer receives it.  

Upon termination, Customer shall immediately cease all use of the Software,
deinstall it, and return or destroy all copies of the Software and all portions
thereof and the accompanying documentation and so certify to NetApp.  

When Customer installs upgraded Software, Customer loses its license to use the
previous version.  Customer must discontinue using the previous version
immediately upon installing the upgrade.

Except for the Use License granted in Section 1, Customer's obligations under
this Agreement shall survive termination.  Termination is not an exclusive
remedy and all other remedies will be available whether or not the License is
terminated. 

4.  LIMITED WARRANTY AND DISCLAIMER

Subject to the conditions and limitations on liability stated in this
Agreement, NetApp warrants for a period of ninety (90) days from Customer's
receipt of the Software:  (a) that the Software will materially conform to
NetApp's accompanying documentation for such Software; and (b) that the media
containing the Software (but not the Software itself) is free from physical
defects.  This warranty covers only problems that  are reproducible and
verifiable and does not cover software, or other items or any services provided
by any persons other than NetApp or its authorized resellers or other agents.
Maintenance and support, if any, are governed by a separate agreement.
Software, which has been abused, misused, damaged in transport, modified, or
subjected to unauthorized use, or installation, as determined by NetApp, shall
void this warranty.

NETAPP'S LIABILITY WITH RESPECT TO THE SOFTWARE OR THE SOFTWARE'S PERFORMANCE
UNDER ANY WARRANTY, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY IS LIMITED
EXCLUSIVELY TO SOFTWARE REPAIR OR REPLACEMENT, AT NETAPP'S OPTION. THE SOFTWARE
AND THE ACCOMPANYING DOCUMENTATION  ARE OTHERWISE PROVIDED "AS IS" WITHOUT ANY
WARRANTY INCLUDING, WITHOUT LIMITATION, WARRANTY OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT.  SOME JURISDICTIONS DO NOT ALLOW
LIMITATIONS OF IMPLIED WARRANTIES; THESE LIMITATIONS MAY NOT APPLY TO CUSTOMER.

5.	LIMITATIONS OF LIABILITY
NETAPP'S TOTAL LIABILITY FOR ANY DAMAGE OR CLAIM ARISING FROM LICENSING OR
USE OF THE SOFTWARE OR THE ACCOMPANYING DOCUMENTATION IS CUSTOMER'S TOTAL
PURCHASE PRICE FOR THE SOFTWARE.  NETAPP IS NOT LIABLE FOR ANY INCIDENTAL,
EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES; LOST OR CORRUPTED DATA, LOSS OF
PROFITS, SAVINGS, OR REVENUES; OR FOR ANY OCCURRENCE BEYOND ITS CONTROL.

WARNING:  The hardware and software are not designed or intended for use in
on-line control of equipment in hazardous environments such as the operation
of nuclear facilities, aircraft, air traffic, aircraft navigation or aircraft
communications, or in the design, construction, operation or maintenance of
any nuclear facility, or in the operation or maintenance of any direct life
support system.  NetApp disclaims any express or implied warranty of fitness
for such uses and shall not be liable for any costs, liabilities or damages
resulting from the use of the hardware or software in such an environment.
Customer agrees that it will not use or license the hardware or software for
such purposes.

6.	U.S. GOVERNMENT AND EXPORT REGULATIONS
If Customer is acquiring the Software and accompanying documentation on behalf
of the U.S. Government, special provisions apply.  If the Software is supplied
to the Department of Defense ("DOD"), the Software is subject to
"Restricted Rights," as that term is defined in the DOD Supplement to the
Federal Acquisition Regulations ("DFAR") in paragraph 252.227-7013(c)(1).  If
the Software is supplied to any unit or agency of the United States Government
other than DOD, the Government's rights in the Software will be defined in
paragraph 52.227-19(c)(1) or (2) of the Federal Acquisition Regulations
("FAR"), as applicable.  Use, duplication, reproduction or disclosure by the
Government is subject to such restrictions or successor provisions.
Contractor/Manufacturer is: Network Appliance, Inc., 495 East Java Drive,
Sunnyvale, CA 94089.  Except as expressly licensed hereunder, all rights are
reserved.

NetApp's Software is subject to U.S. export control laws and may be subject to
export or import regulations in other countries.  Customer must comply with all
applicable regulations and obtain licenses to export, re-export, or import the
Software.

Both parties, at all times, must comply with all applicable laws, ordinances,
statutes, rules, and regulations.

7.  TRANSFERABILITY OF LICENSE
THIS LICENSE IS PERSONAL TO CUSTOMER.  CUSTOMER SHALL NOT ASSIGN, SUBLICENSE
OR TRANSFER THE LICENSE OR THE AGREEMENT WITHOUT NETAPP'S PRIOR WRITTEN
APPROVAL; ANY ATTEMPT TO DO SO SHALL BE VOID.

8.  PATENT, COPYRIGHT AND PROPRIETARY RIGHTS INDEMNITY.
NetApp shall, at its expense, defend and indemnify Customer for damages and
reasonable costs incurred in any suit or claim brought against Customer
alleging that the Products sold pursuant to this Agreement infringe any U.S.
patent, copyright, trade secret or similar right provided that NetApp is
promptly notified, rendered reasonable assistance by Customer as required, and
permitted to direct the defense or settlement negotiations.  NetApp shall have
no liability for any infringing combinations arising from the integration of
NetApp's Products together with other products provided by Customer or any
third party.

Should the use of Product by Customer be enjoined, or in the event NetApp
wishes to minimize its potential liability hereunder, NetApp may, at its
option, either:  (i) substitute a fully equivalent non-infringing unit t;
(ii) modify the infringing item so that it no longer infringes but remains
functionally equivalent; (iii) obtain for Customer, at NetApp's expense, the
right to continue use of such item; or (iv) take back such infringing item or
items and refund to Customer the purchase price paid therefor, less
depreciation amortized on a straight line basis.

9.	COMPLIANCE WITH LAWS.
Each party shall comply all applicable federal, state, local and foreign laws
and ordinances including, but not limited to all export laws, restrictions and
regulations of the Department of Commerce or other United States or foreign
agency or authority, the Occupational Safety and Health Act of 1970 (29 U.S.C.
Sections 651, 678), the Fair Labor Standards Act of 1938 (29 U.S.C. Sections
201-219), the Work Hours and Safety Act of 1962 (40 U.S.C. Sections 327, 333),
the Equal Employment Opportunity (42 U.S.C. Sections 2000e, et seq.) and
federal regulations governing affirmative action programs.

10.		GENERAL
Any notice, report, approval or consent required or permitted by this Agreement
shall be in writing. If any provision of this Agreement shall be adjudged by
any court of competent jurisdiction to be unenforceable or invalid, that
provision shall be limited or eliminated to the minimum extent necessary so
that the obligations of the parties shall remain   in full force and effect and
enforceable.  This Agreement shall be deemed to have been made in, and shall be
construed pursuant to, the laws of the State of California and the United
States excluding their conflicts of laws provisions.  Customer agrees that a
material breach of this Agreement by it would cause irreparable injury to
NetApp for which monetary damages would not be an adequate remedy and that
NetApp shall be entitled to equitable relief in addition to any remedies it may
have hereunder or at law.  Any amendments or waivers  shall be effective only
if made in writing by non-preprinted agreements clearly understood by both
parties to be an amendment or waiver and signed by an authorized representative
of each party .  This Agreement is the final and complete Agreement between the
parties relating to the license of the Software hereunder.  

