term of this License, including failure to pay any License fees 
due, and Licensee has not cured such breach within sixty (60) 
days of written notification.  Licensee may terminate this 
License at any time, for any reason.  Licensee shall not be 
entitled to any refund if this License is terminated, except for 
License fees paid for any Programs for which the Acceptance 
Period has not expired at the time of termination.  Upon 
termination, Licensee shall promptly return all but archival 
copies of the Programs and Documentation in Licensee's 
possession or control, or promptly provide written certification 
of their destruction.

EXPORT CONTROL.  The Programs may be subject to U.S. export 
control laws.  Notwithstanding any other term of this Agreement 
or third party agreement, Licensee's rights under this Agreement 
may not be exercised by Licensee or any Third Party in violation 
of such laws and regulations, nor may this Agreement be 
transferred to any party where doing so would result in such a 
violation.  The terms of any limitation on the use, transfer or 
re-export of the Programs and Documentation imposed by MathWorks 
in any Destination Control Statement or other document for the 
purpose of export control shall prevail over any term in this 
Agreement.

TAXES, DUTIES, CUSTOMS.  Absent appropriate exemption 
certificates or other proof of tax exempt status, Licensee shall 
pay all taxes, duties, or customs, except for taxes based on 
MathWorks' net income.

USE OF NAME AND TRADEMARKS.  Licensee shall not use the name, 
trade names or trademarks of MathWorks or any of its Affiliates 
in any advertising, promotional literature or any other 
material, whether in written, electronic, or other form, 
distributed to any Third Party, except in the form provided by 
MathWorks, and then solely for purposes of identifying 
MathWorks' Programs. 

ASSIGNMENT. This License is nontransferable to a Third Party 
without MathWorks' consent, which shall not be unreasonably 
withheld.  This License may be transferred to an Affiliate 
provided that MathWorks is notified in writing of the transfer 
and the Affiliate accepts these same terms and conditions. 

LIMITATION OF LIABILITY.  THE PROGRAMS SHOULD NOT BE RELIED ON 
AS THE SOLE BASIS TO SOLVE A PROBLEM WHOSE INCORRECT SOLUTION 
COULD RESULT IN INJURY TO PERSON OR PROPERTY.  IF A PROGRAM IS 
EMPLOYED IN SUCH A MANNER, IT IS AT THE LICENSEE'S OWN RISK AND 
MATHWORKS AND ITS LICENSORS EXPLICITLY DISCLAIM ALL LIABILITY 
FOR SUCH MISUSE TO THE EXTENT ALLOWED BY LAW.  MATHWORKS' AND 
MATHWORKS' LICENSORS' LIABILITY FOR DEATH OR PERSONAL INJURY 
RESULTING FROM NEGLIGENCE OR FOR ANY OTHER MATTER IN RELATION TO 
WHICH LIABILITY BY LAW CANNOT BE EXCLUDED OR LIMITED SHALL NOT 
BE EXCLUDED OR LIMITED.  EXCEPT AS AFORESAID, (A) ANY OTHER 
LIABILITY OF MATHWORKS AND ITS LICENSORS (WHETHER IN RELATION TO 
BREACH OF CONTRACT, NEGLIGENCE OR OTHERWISE) SHALL NOT IN TOTAL 
EXCEED THE AMOUNT PAID TO MATHWORKS UNDER THIS AGREEMENT IN THE 
TWELVE MONTH PERIOD PRECEDING THE CLAIM IN QUESTION, FOR THE 
PROGRAM WITH RESPECT TO WHICH THE LIABILITY IN QUESTION ARISES, 
AS INSTALLED IN ACCORDANCE WITH THE INSTALLATION TYPE FOR WHICH 
USE OF THE PROGRAM IS LICENSED HEREUNDER; AND (B) MATHWORKS AND 
ITS LICENSORS SHALL HAVE NO LIABILITY FOR ANY INDIRECT OR 
CONSEQUENTIAL LOSS (WHETHER FORESEEABLE OR OTHERWISE AND 
INCLUDING LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF 
OPPORTUNITY, AND LOSS OF USE OF ANY COMPUTER HARDWARE OR 
SOFTWARE).  SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION 
OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSION 
OR LIMITATION MAY NOT APPLY TO LICENSEE. 

LIMITED WARRANTY/LIMITATION OF REMEDIES.  MathWorks warrants 
that MathWorks, on its own behalf or through its Licensors, has 
the right to grant the License rights hereunder.  MathWorks 
warrants that the physical media provided shall be free from 
defects in material and workmanship for a period of ninety (90) 
days from delivery, or it will be replaced by MathWorks at no 
cost to Licensee.  MathWorks further warrants, for a period of 
one (1) year from delivery or for the Term of the License, 
whichever is less, that each copy of each Program will conform 
in all material respects to the description of such Program's 
operation in the Documentation.  In the event that the Program 
does not operate as warranted, Licensee's exclusive remedy and 
MathWorks' sole liability under this warranty shall be a) the 
correction or workaround by MathWorks of major defects within a 
reasonable time, or b) should such correction or workaround 
prove neither satisfactory nor practical, termination of the 
relevant License and refund of the initial License fee paid to 
MathWorks for the Programs.  All requests for warranty 
assistance should be directed to The MathWorks, Inc., 3 Apple 
Hill Drive, Natick, MA 01760-2098, U.S.A.  EXCEPT AS EXPRESSLY 
PROVIDED BY THIS AGREEMENT (OR AS IMPLIED BY LAW WHERE THE LAW 
PROVIDES THAT THE PARTICULAR TERMS IMPLIED CANNOT BE EXCLUDED BY 
CONTRACT), ALL OTHER CONDITIONS, WARRANTIES, OR OTHER TERMS 
(INCLUDING ANY WITH REGARD TO INFRINGEMENT, MERCHANTABLE 
QUALITY, OR FITNESS FOR PURPOSE) ARE EXCLUDED.  SOME STATES AND 
COUNTRIES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED 
WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO 
LICENSEE.  THIS WARRANTY GIVES LICENSEE SPECIFIC LEGAL RIGHTS 
AND LICENSEE MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO 
STATE AND COUNTRY TO COUNTRY.  LICENSEE ACCEPTS RESPONSIBILITY 
FOR ITS USE OF THE PROGRAMS AND THE RESULTS OBTAINED THEREFROM. 

GENERAL. To the extent any governing law, treaty, or regulation 
is in conflict with this Agreement, the conflicting terms of 
this Agreement shall be superseded only to the extent necessary 
by such law, treaty, or regulation.  If any provision of this 
Agreement shall be otherwise unlawful, void, or otherwise 
unenforceable, that provision shall be enforced to the maximum 
extent permissible.  In either case, the remainder of this 
Agreement shall not be affected.  The parties agree that the 
U.N. Convention on Contracts for the International Sale of Goods 
shall not apply to this Agreement.  MathWorks shall be provided 
a reasonable opportunity for access to Licensee's records for 
the purpose of conducting an audit of fees, if any, due 
hereunder.  This Agreement and the applicable Addendum thereto 
contains the entire understanding of the parties and may not be 
modified or amended except by written instrument, executed by 
authorized representatives of MathWorks and Licensee.  In the 
event of any conflict between this Agreement and any purchase 
order executed by Licensee (whether executed before or after 
this Agreement), this Agreement shall prevail.

                                                       05/24/02

                 Application Deployment Addendum
        To The MathWorks, Inc. Software License Agreement


1. Purpose  
The MathWorks, Inc. Software License Agreement (the "Agreement") 
contains restrictions prohibiting Program modification, access 
by or distribution to Third Parties, and Web access.  Licensees 
of MathWorks' Deployment Programs, Libraries, and other selected 
Programs who are using Program source code and/or automatically 
generated code external to the licensed Programs, have rights 
and obligations in addition to those contained in the Agreement.  
This Addendum sets forth those additional rights and 
obligations. 

Except as provided in this Addendum, if a Licensed User 
distributes Derivative Forms of a Program outside of an 
Application or within a Standalone Application, each recipient 
must also be a Licensed User of the Program.  MathWorks or its 
Licensors retain all right, title, and interest in the 
Derivative Forms of its Programs.

2. Scope  
This Addendum does not apply to Licensee's own code.  Licensee 
may distribute, sublicense, and resell without restriction, M-
files, MDL-files, MEX-files and P-files written by Licensee, 
provided they do not include any code obtained from M-files, 
MAT-files, P-code, MDL-files, C/C++ files, TLC-files or other 
source files supplied as part of the licensed Programs.

3. Noncompetition  
Licensee agrees not to use the Programs, Derivative Forms, or 
Compiled Forms to distribute its own, or a Third Party's 
Application, a principal purpose of which, as solely determined 
by MathWorks, is to perform the same or similar functions as 
Programs licensed by MathWorks or which is intended to replace 
any component of the Programs.  Licensee shall not otherwise use 
the Programs to compete with the products or businesses of 
MathWorks by distributing complete Libraries, or any form of an 
entire Program or a substantial portion of a Program. 

4. Definitions 

    Application.  Licensee's software, any part of which was 
    developed using MathWorks' Programs, including Standalone and 
    Embedded Applications.  

    Application license.  A license granted by Licensee to its 
    end-users for the installation and use of Licensee's 
    Application.

    Compiled Forms.  The source code output of the MATLAB 
    Compiler, Real-Time Workshop, Stateflow Coder, Real-Time 
    Workshop Embedded Coder, and other code generation Programs, 
    as well as such source code converted to Object Code or 
    Linked forms.

    Derivative Forms.  A form of the Program that is based upon 
    one or more preexisting forms of the Program, such as a 
    revision, modification, translation, abridgment, condensation,
    expansion, or any other form in which the preexisting Program
    may be recast, transformed, or adapted, and that, if prepared 
    without MathWorks' authorization, would constitute a copyright 
    infringement or License breach.  

    Embedded Application.   Licensee's Standalone Application 
    developed for use on an embedded or dedicated processor, DSP,
    or computer, intended to perform functions in an environment 
    independent from the Programs.

    Encrypted P-code.  A form of P-code that is executable by 
    MATLAB or the MATLAB Runtime Server.  Encrypted P-code is 
    machine-readable but not human-readable.  
    
    Ineligible Programs.  Those Programs listed on MathWorks' 
    current Price List Addendum which are not eligible for 
    deployment, compilation, distribution, or Web access. 

    Linked.  The grouping together of multiple software components 
    into a single product.  For example, Libraries are Linked with 
    Applications.

    MATLAB Runtime Code.  MATLAB Runtime Server and Encrypted 
    P-code versions of licensed Programs.

    MEX-file.  Compiled C, C++, or Fortran functions that can be 
    called directly from MATLAB.

    Object Code, Binary.  The code created by a system compiler 
    from source code.  Also called "machine-readable code". 

    Relocatable object code.  A form of object code that does not 
    have a specific address mapping, but has been generated for 
    execution on a specific processor.  Relocatable object code
    can be Linked with an appropriate linker to resolve address 
    references and may be combined with other object code for 
    targeted execution on a specific processor.

    Source code.  Human-readable program code written in a 
    higher-level language such as C, C++, Java, MATLAB, or 
    Fortran, which must be translated or compiled into 
    machine-readable language before it can be executed by a 
    computer.

    Standalone Application.  An Application which does not require 
    the MATLAB Program to run. 

    Deployment Programs.  
        MATLAB Compiler
        MATLAB Runtime Server Development Kit
        Real-Time Workshop
        Real-Time Workshop Embedded Coder