a running log file of program use. Licensee must specify 
       the number of unique Licensed Users ("Counted Users") to be
       given access to the Programs over a moving one-year time 
       period.  The number of Counted Users must be monitored by 
       Licensee to ensure the total number of Counted Users does 
       not exceed the number licensed.  Should the number of users
       accessing the Programs exceed the number of Counted Users 
       licensed, Licensee agrees to order additional Network 
       Counted User Licenses.  Licensee must validate to MathWorks 
       the number of Network Counted Users on a quarterly basis 
       using a reporting package of MathWorks' choice. 

       Network Concurrent User.  The Programs may be installed in 
       a central location on a single designated network server. 
       Licensee may have as many Licensed Users simultaneously 
       operating a Program at any given time as the number of 
       Concurrent Keys purchased.  Surplus users will be denied 
       access.    Licensees of the Concurrent License option are 
       prohibited from providing Program access to users located 
       outside the country in which the license manager server is 
       installed unless Licensee has contracted for global use.  
       For the purposes of this Agreement, all servers located in 
       a member country of the North American Free Trade Agreement 
       ("NAFTA") shall be considered located in the same country 
       as those of the other NAFTA members, and all servers 
       located in a member country of the European Union ("EU") 
       shall be considered located in the same country as those of
       the other EU members.  


    EDUCATIONAL USE RESTRICTIONS. 

       Academic License.  Programs licensed to degree-granting 
       educational institutions at MathWorks' Academic License 
       discount are restricted to use in connection with on-campus
       computing facilities that are used solely in support of 
       classroom instruction and research activities of students, 
       teaching faculty and staff, and research staff.  The right 
       to use the Programs for any other purposes, including 
       commercial purposes, is expressly prohibited. 

       Classroom License.  Programs licensed to degree-granting 
       educational institutions at MathWorks' Classroom License 
       discount are further restricted to use in connection with 
       on-campus computing facilities that are used solely in 
       support of classroom instruction of students.  The right to
       use the Programs for any other purposes, including research
       and commercial purposes, or by faculty and staff, is 
       expressly prohibited. 

       Student License (Student versions of the Programs or any 
       Programs licensed at a student discount).  Student Licenses
       are restricted to use on a student's own computer.  Student
       Licenses are further restricted to use in connection with 
       courses offered by degree-granting institutions, either by 
       students working toward a degree, or by continuing 
       education students.  The right to use the Programs for any
       other purposes, including commercial purposes, is expressly
       prohibited.  Notwithstanding anything to the contrary 
       contained in this Agreement, Student Licenses are 
       nontransferable.  Software Maintenance Service is not 
       provided with the Student License.

       Academic Group License Option.  Notwithstanding any other 
       provision of this Agreement, the Designated CPU 
       Installation Type is not limited to Windows and may be 
       used on Unix computers.  
 
Licensed Users, whether Named, Counted, or Concurrent, may run 
up to two (2) simultaneous MATLAB sessions, on the same or 
different computers.  

For Network Named User, Network Counted User, and Network 
Concurrent User Licenses, portions of the Programs may be 
installed on individual computers to accelerate startup times, 
as long as the installations on the individual computers are 
controlled by the license manager on the single network server.  

Use of the Documentation, whether provided in printed or online 
form, is licensed in the same manner as the Programs.  
Notwithstanding the foregoing, online Documentation may be 
posted on Licensee's intranet, provided it is not accessible by 
external sources or made available over the Internet. Portions 
of the online Documentation may be printed for reasonable use by 
Licensed Users.  Licensee may not otherwise republish the 
Documentation.  

Licensee shall use the Programs and Documentation only for 
Internal Operations.  Licensee may not sell, license, 
sublicense, rent, or make the Programs or Documentation 
available for use by any Third Parties.

Licensee shall not provide access to the Programs via a Web 
application without procuring specific rights to do so by 
licensing the MATLAB Web Server.

Licensee may not remove any copyright, trademark, proprietary 
rights, disclaimer or warning notice included on or embedded in 
any part of the Programs.  All copies of Programs shall contain 
all copyright and proprietary notices as in the original.  

MathWorks supplies its Programs and Documentation in archival 
form on Compact Disc (CD) and by means of electronic 
distribution via the Internet.  MathWorks provides the Licensee 
with a personal license password and/or license file that 
specifies the Programs licensed by Licensee.  Licensee shall not 
attempt to access or use Programs that Licensee is not currently 
licensed to use.  Furthermore, Licensee shall not disclose the 
personal license password and/or license file or allow them to 
be used except for installation of the Programs as provided 
herein. 

Licensee shall not decompile, disassemble or otherwise reverse 
engineer the Programs.  For European Union Licensees, the 
following rights apply: 

   EUROPEAN UNION:  Licensee may only decompile, disassemble, or 
   otherwise reverse engineer the Programs where any such act is 
   necessary to create an independent program that is 
   interoperable with the Programs or with another program or to
   observe, study, or test the functioning of the Programs solely
   in order to understand the ideas and principles that underlie 
   any element of the Programs ("the Permitted Objective") and 
   provided that:

   (a) this may only be done if the information necessary to 
   achieve the Permitted Objective has not already been made 
   available or has not been provided by MathWorks within a 
   reasonable time of a written request to MathWorks to provide 
   such information;

   (b) the compilation, disassembly, or reverse-engineering is 
   confined to those parts of the Programs necessary to achieve 
   the Permitted Objective;

   (c) the information gained is not used for anything other than 
   the Permitted Objective and is not disclosed to any other 
   person except as may be necessary to achieve the Permitted 
   Objective; and

   (d) the information obtained is not used to create a program 
   substantially similar in its expression to the Programs 
   including, but not limited to, expressions of the Programs in 
   other computer languages, or for any other act restricted by 
   copyright in the Programs.

Except as expressly provided by this Agreement, including the 
attached Addendum, Licensee may not adapt, translate, or convert 
"M-files", "MDL-files" or "P-code" contained in the Programs in 
order to create software, a principal purpose of which is to 
perform the same or similar functions as Programs licensed by 
MathWorks or which is intended to replace any component of the 
Programs.  The Licensee may not incorporate or use "M-files", 
"P-code", source code, or any other part of the Programs in or 
as part of another computer program without the consent of 
MathWorks.  A Licensed User may modify pieces of MathWorks' code 
for the Licensed User's own use.  A Licensed User may share such 
modified code with others provided each recipient is also a 
Licensed User for the original form of the code.  

Licensee shall take appropriate action by instruction, 
agreement, or otherwise with any persons permitted access to the 
Programs, so as to enable Licensee to satisfy its obligations 
under the terms of this Agreement.

FEDERAL ACQUISITION.  This provision applies to all acquisitions 
of the Program and Documentation by or for the federal 
government of the United States.  By accepting delivery of the 
Program, the government hereby agrees that this software 
qualifies as "commercial" computer software within the meaning 
of FAR Part 12.212, DFARS Part 227.7202-1, DFARS Part 227.7202-
3, DFARS Part 252.227-7013, and DFARS Part 252.227-7014.  The 
terms and conditions of this Agreement shall pertain to the 
government's use and disclosure of the Program and 
Documentation, and shall supersede any conflicting contractual 
terms or conditions.  If this License fails to meet the 
government's minimum needs or is inconsistent in any respect 
with federal procurement law, the government agrees to return 
the Program and Documentation, unused, to MathWorks. 

SOFTWARE MAINTENANCE SERVICE. During any paid Software 
Maintenance Service term, if applicable, MathWorks shall:  
deliver subsequent releases of the Programs that are not charged 
for separately; exert reasonable efforts to both (a) provide, 
within a reasonable time, workarounds for any material 
programming errors in the current release of the Programs that 
are directly attributable to MathWorks, and (b) correct such 
errors in the next available release, provided Licensee provides 
MathWorks with sufficient information to identify the problems.  
During this same paid Software Maintenance Service term, 
Licensee shall also be entitled to receive technical support by 
telephone, fax or electronic mail regarding the installation 
and/or use of the licensed Programs and their interaction with 
hardware, operating environments, and other software products. 
MathWorks reserves the option to discontinue, in whole or in 
part, offering Software Maintenance Service for any Program or 
platform.  

LICENSE DURATION (TERM).    This Agreement shall continue until 
the earlier of (a) termination by MathWorks or Licensee as 
provided below, or (b) such time as there are no Programs being 
licensed to Licensee hereunder.  

   For Annual Licenses:  LICENSEE UNDERSTANDS AND AGREES THAT EACH 
   ANNUAL LICENSE WILL TERMINATE AFTER EACH ONE (1) YEAR PERIOD, 
   UNLESS LICENSEE RENEWS ITS LICENSE BY REMITTING THE 
   THEN-CURRENT ANNUAL LICENSE FEE.  LICENSEE UNDERSTANDS THAT THE
   PROGRAMS WILL STOP OPERATING UNLESS LICENSEE PAYS THE LICENSE 
   FEE AND IS GIVEN NEW ANNUAL PASSCODES.  

   For Term Licenses:  LICENSEE UNDERSTANDS AND AGREES THAT EACH 
   TERM LICENSE WILL TERMINATE AFTER EXPIRATION OF THE LENGTH OF 
   TERM LICENSED, UNLESS LICENSEE RENEWS ITS LICENSE BY REMITTING 
   THE THEN-CURRENT TERM LICENSE FEE.  LICENSEE UNDERSTANDS THAT 
   THE PROGRAMS WILL STOP OPERATING UNLESS LICENSEE PAYS THE 
   LICENSE FEE AND IS GIVEN NEW TERM PASSCODES.  

   For Perpetual Licenses:  Licensee shall have the right to use 
   the Programs indefinitely, subject to the TERMINATION 
   provisions in this Agreement.  LICENSEE UNDERSTANDS AND AGREES
   THAT THE SOFTWARE MAINTENANCE SERVICE FOR EACH PERPETUAL 
   LICENSE WILL TERMINATE UPON EXPIRATION OF THE INITIAL SOFTWARE
   MAINTENANCE SERVICE TERM INCLUDED WITH THE PURCHASE OF THE 
   LICENSE.  Thereafter, the Software Maintenance Service term may
   be renewed for any Program, at the then-current price, as long 
   as MathWorks offers such Software Maintenance Service.  

   For Student Licenses:  The Student License term extends only 
   for the duration of Licensee's enrollment in a degree-granting 
   institution or participation in a continuing education program 
   of a degree-granting institution.

TERMINATION.  MathWorks may terminate this License grant, by 
written notice to Licensee if Licensee breaches any material