The MathWorks, Inc. Software License Agreement

Licensee may receive a full refund if within thirty (30) days 
from the date of delivery (the "Acceptance Period") Licensee 
does not accept the terms and conditions of this License and the 
applicable Addendum, or if Licensee terminates this License for 
any reason, within the Acceptance Period. 
 
LICENSE GRANT.  The MathWorks, Inc. ("MathWorks") hereby grants 
to Licensee a nonexclusive License to install and use the 
Programs and accompanying Documentation as provided herein.  The 
licensed Programs and Documentation shall at all times remain 
the property of MathWorks and/or its Licensors, and Licensee 
shall have no right, title, or interest therein, except as 
expressly set forth in this Agreement. 

LICENSE FOR THIRD PARTY SOFTWARE.  MathWorks has been granted 
licenses to distribute certain third party software.  As a 
condition of those licenses, MathWorks is required to distribute 
the software subject to specific terms and conditions, which may 
be different from or additional to those contained herein for 
MathWorks' Programs.  Licensee understands and agrees that 
acceptance of this Agreement also confirms Licensee's acceptance 
of the applicable provisions for use, including the restrictions 
on use, of such third party software.  The current applicable 
provisions may be viewed at 
http://www.mathworks.com/thirdpartylicense.  Licensee may also 
contact MathWorks to obtain the current applicable provisions.  
Licensee's breach of the applicable provisions of any third 
party's license terms shall also be considered a material breach 
of this Agreement.

DEFINITIONS 

Affiliate.  A legal entity which is controlled by, or controls, 
or is under common control with Licensee.  Control means (i) 
beneficial ownership of at least fifty percent (50%) of the 
voting securities of a corporation or other business 
organization with voting securities, or (ii) a fifty percent 
(50%) or greater interest in the profits and capital of a 
partnership or other business organization without voting 
securities. 

Concurrent Keys.  The combined number of users that may 
simultaneously operate a Program on a Concurrent License. 

Distribution.  The distribution on physical media and/or 
electronic distribution.

Documentation.   The user guides and instructional material, if 
any, accompanying delivery of a Program as may be updated from 
time to time.  Documentation may be delivered in printed and/or 
online forms, and in one or more languages.

Installation Type.   One or more of the Standalone Named User, 
Network Named User, Network Counted User, or Network Concurrent 
User installation type(s) available with respect to the License 
Option selected. 

Internal Operations. The use of a Program by employees of 
Licensee or an Affiliate for the purpose of performing services 
on behalf of the Licensee or Affiliate, or in the performance of 
services for Third Parties who engage Licensee or an Affiliate 
for such services.  As used herein, "employees" includes student 
interns and consultants of Licensee or its Affiliates.

License.  MathWorks' grant to Licensee of a nonexclusive right 
to install and use a Program in accordance with the License 
Option purchased.

Licensed Users.  Those users of the Programs, designated by the 
Licensee as authorized to use the Programs for Licensee's 
Internal Operations, to the extent permitted by the License 
Option purchased.

Licensee.  The individual or entity to whom MathWorks grants the 
License.  The Licensee is responsible for meeting the 
contractual obligations of the License, and ensuring that anyone 
permitted access to the Programs also meets such obligations.  

License Option.  The specific rights, restrictions, and 
obligations under which Licensee may install and use a Program 
pursuant to this Agreement, including those related to the 
permitted Installation Type(s) associated with the License 
Option selected, and the applicable Addendum. By accepting a 
Program during the Acceptance Period, Licensee also accepts the 
applicable rights and agrees to be bound by the applicable 
obligations and restrictions of the License Option purchased.

Licensor.  The person who, or entity which, grants a license to 
MathWorks to redistribute that person's or entity's intellectual 
property.

MAT-files.  The default data file format for importing and 
exporting data to MATLAB.  Usually has the filename extension 
".mat".

M-file.  A file containing a program or function written in the 
MATLAB language.  Usually has the filename extension ".m".

MDL-file.  A file containing a Simulink model.  Usually has the 
filename extension ".mdl".

Named User.  A specific individual, designated by the Licensee, 
who is assigned the right to use the Program(s) under a 
particular License.  Licensee is responsible to ensure that the 
total number of Named Users of each Program on a License does 
not exceed the number licensed for each Program.

P-file, P-code.  A pre-parsed version of the original M-file 
code for execution on MATLAB.  Usually has the filename 
extension ".p".

Program(s).   The computer software delivered hereunder, 
including enhancements and error corrections.  Each product from 
MathWorks is a separate Program.

Third Party.  Any person or legal entity that is not an 
Affiliate.

TLC-file.  A file containing Target Language Compiler 
instructions that explicitly control the way code is generated 
by Real-Time Workshop.


INSTALLATION AND USE. Specific rights, obligations, and 
restrictions apply to each License Option.  Licensee's right to 
install and use the Programs is determined by the License Option 
selected, including the permitted Installation Type(s) with 
respect to such License Option as set forth in the table below.  
By accepting the terms and conditions of the Agreement, Licensee 
also accepts the License Option purchased. 

License Options: Permitted Installation Types
   Individual: Standalone Named User
   Group: Standalone Named User, Network Named User
   Concurrent: Network Concurrent User
   Open: Standalone Named User, Network Counted User
   Enterprise Suite: Standalone Named User, Network Named User

In some countries, Standalone Named User is not available on 
Group, Open, and Enterprise Suite License Options.  Contact your 
local MathWorks representative for more information.

    LICENSE OPTIONS. 

       Individual.  The Individual License Option provides the 
       Standalone Named User Installation Type.  Program use is 
       restricted to the single, designated Named User.  

       Group. The Group License Option provides the Standalone 
       Named User and Network Named User Installation Types.  The 
       Programs may be operated by a combined workgroup of Named 
       Users (up to the maximum number of Named Users licensed to 
       use each Program).  It is not necessary to have an equal 
       number of Named Users in the workgroup licensed for each 
       Program, therefore Licensee must take action to ensure 
       that only the appropriate licensed user count is installed
       for each Program.  This License Option must be centrally 
       administered and maintained.  Licensee's central 
       administrator is responsible for (i) accurately installing, 
       administering, counting, and controlling the number of 
       Named Users allowed access to each Program, and (ii) the 
       distribution of new versions of the Programs delivered 
       during any paid Software Maintenance Service term.  

       Concurrent.  The Concurrent License Option provides the 
       Network Concurrent User Installation Type.  

       Open.  The Open License Option is an Annual License that 
       provides the Network Counted User Installation Type and the
       Standalone Named User Installation Type.  The combined 
       total of Named and Counted Users allowed access to each 
       Program may not exceed the number licensed for each 
       Program. 
       
       Enterprise Suite.  The Enterprise Suite License Option is a 
       Three-year Term License that provides the Standalone Named 
       User and Network Named User Installation Types.  The 
       Programs comprising the Suite are chosen by Licensee.  An 
       Enterprise Suite license must have the same number of Named 
       Users for each Program in the Suite.  The License fee shall 
       be due and payable in three (3) equal installments; the 
       first installment shall be due and payable upon 
       commencement of the license; the second shall be due and 
       payable at the beginning of the thirteenth month, and the 
       third shall be due and payable at the beginning of the 25th
       month of the Term.  Licensee shall have a Term license to 
       use the Programs, which is contingent upon the payment of 
       all three (3) License fee installments.  


    INSTALLATION TYPES.

       Standalone Named User.  Programs may be installed and 
       operated on one or more individual, standalone computers, 
       provided the Programs are only accessible to, and operated 
       by, a single Licensed User designated by the Licensee as 
       the "Named User" for that License.  The location(s) of the
       standalone computer(s) used by the Named User to run the 
       Programs is not limited; the computers may be located at 
       work, home, in a laboratory, or on a laptop.  Only one 
       Licensed User may be designated by Licensee to access or 
       use the Programs under each Named User License.  Licensee 
       may replace the Named User for the License, on a temporary 
       or permanent basis, provided only one Licensed User is 
       designated as the Named User at any given time.  

       Alternatively, for the Windows platform only, Licensee may 
       elect to install the Programs on a single designated 
       computer, provided the Programs are only operated from that
       designated computer's console by a single person at any 
       given time (a "Designated CPU Installation Type").  This 
       Designated CPU Installation Type may only be elected in 
       lieu of the Standalone Named User rights above, not in 
       addition to those rights, and is intended to accommodate a 
       single Windows computer shared by multiple users. 
       
       Network Named User.  Programs may be installed in a central
       location on the Licensee's network.  Licensee must run the 
       FLEXlm license manager in User-Based mode, and edit the 
       Local License Options file to maintain a list of Named 
       Users authorized to access and operate each Program.  
       Licensee may re-edit the list of Named Users in the Local 
       License Options file and replace Named Users for the 
       License, on a temporary or permanent basis, provided the 
       number of Named Users in the file never exceeds the number 
       licensed per Program. 

       Network Counted User.  The Programs may be installed in a 
       central location on a single designated network server.  
       Licensee must operate the FLEXlm license manager to create