The MathWorks, Inc.
Software License 


IMPORTANT NOTICE

THE LICENSE AGREEMENT TOGETHER WITH ANY APPLICABLE ADDENDUM REPRESENTS 
THE ENTIRE AGREEMENT BETWEEN YOU (THE "LICENSEE") AND THE MATHWORKS, 
INC. ("MATHWORKS") CONCERNING THE PROGRAM(S) AND DOCUMENTATION 
DELIVERED HEREUNDER.

_________________________________________________________________

The MathWorks, Inc. Software License Agreement

Installation and Use Addendum (if applicable)

Academic Installation and Use Addendum (if applicable)

Student Version Installation and Use Addendum (if applicable)

Deployment Addendum 



The MathWorks, Inc. Software License Agreement


1. DEFINITIONS. 

  1.1. "Licensee" means you, whether an individual or an entity, to whom
       MathWorks grants the License, and who is responsible for 
       complying with the contractual obligations of the License, and 
       ensuring that anyone permitted access to the Programs also 
       complies with such obligations.

  1.2. "Affiliate" means 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.

  1.3. "Documentation" means the user guides, 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.

  1.4. "Internal Operations" means the use of a Program by employees, 
       consultants, student interns, and software administration 
       contractors of Licensee or an Affiliate on behalf of the Licensee
       or Affiliate.  

  1.5. "Licensed User" means a user 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 acquired.

  1.6. "License Option" means 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
       acquired, as described in the applicable Installation and Use 
       Addendum, and including restrictions associated with the License
       being an "Annual License," "Term License," or "Perpetual License"
       as described under Section 8.

  1.7. "Licensor" means the person who, or entity which, grants a 
       license to MathWorks to redistribute that person's or entity's 
       intellectual property.

  1.8. "Program" means the computer software delivered and licensed 
       hereunder, including Documentation, enhancements and error 
       corrections.  Each product from MathWorks is a separate Program.
       "Ineligible Program" is any Program that Licensee may not deploy,
       compile, distribute, or make available by web access, as the case
       may be.  A current list of each Ineligible Program is available 
       at www.mathworks.com/ineligible_programs.

  1.9. "Third Party" means any person or legal entity that is not 
       MathWorks, the Licensee, or an Affiliate. 

2. ACCEPTANCE AND REFUNDS.  If Licensee does not accept the terms and 
   conditions of this License and any applicable Addendum, or if 
   Licensee terminates this License, for any reason, within thirty (30) 
   days of Program delivery (the "Acceptance Period"), then Licensee 
   shall immediately return the Programs licensed hereunder to MathWorks
   or the authorized distributor from whom Licensee acquired the 
   Programs and, if returned within the Acceptance Period, shall receive
   a full refund.  By retaining a Program throughout the Acceptance 
   Period, Licensee accepts the applicable rights, and agrees to be 
   bound by the applicable obligations and restrictions, of this 
   Agreement including the License Option acquired with respect to that 
   Program.

3. LICENSE GRANT.  MathWorks hereby grants to Licensee, subject to the 
   terms of this Agreement, a nonexclusive license (the "License") to:

   3.1. install and use the Programs solely on computer systems 
        controlled by Licensee, in accordance with the License Option 
        acquired and associated permitted Installation Type provisions 
        contained in the relevant Installation and Use Addendum, and 
        solely for Internal Operations; 

   3.2. provide access to online Documentation on Licensee's intranet, 
        provided it is not accessible over the open Internet; 

   3.3. print portions of the online Documentation for reasonable use by
        Licensed Users; and 

   3.4. use the Programs as expressly set forth in the Deployment 
        Addendum.

4. LICENSE RESTRICTIONS.  The License is subject to the express 
   restrictions set forth below. Licensee shall not, and shall not 
   permit any Third Party to:

   4.1. modify, or create any derivative work of, any part of the 
        licensed Programs, except as expressly permitted in the 
        Deployment Addendum;  

   4.2. adapt, translate, copy, or convert all or any part of a Program 
        in order to create software, a principal purpose of which is to 
        perform the same or similar functions as Programs licensed by 
        MathWorks or to replace any component of the Programs; 

   4.3. rent, lease, or loan the Programs; use the Programs for 
        supporting Third Parties' use of the Programs, time share the 
        Programs, or provide service bureau use; 

   4.4. disassemble, decompile, reverse engineer the Programs or 
        otherwise attempt to gain access to its method of operation or 
        source code (other than files provided for convenience in source
        code form by MathWorks); 

   4.5. sell, license, sublicense, publish, display, distribute, 
        disseminate, assign, or otherwise transfer (whether by sale, 
        exchange, lease, gift, or otherwise) to a Third Party the 
        Programs, any copy or portion thereof, or any License or other 
        rights thereto, in whole or in part, without MathWorks' prior 
        written consent, except as expressly permitted in the Deployment
        Addendum; 

   4.6. alter, remove, or obscure any copyright, trade secret, patent, 
        trademark, logo, proprietary and/or other legal notices on or in
        copies of the Programs;

   4.7. use MathWorks' name, trade names, logos, or other trademarks of 
        MathWorks or any of its Affiliates or Licensors 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;

   4.8. provide access (directly or indirectly) to the Programs via the 
        Web or Internet Application, or any file-sharing method or 
        system, without acquiring an express license from MathWorks to 
        do so;  

   4.9. copy, make available for copy, or otherwise reproduce the 
        Programs, in whole or in part, except either (a) as may be 
        required for their installation into computer memory for the 
        purpose of executing the Program in accordance with the License 
        Option and associated permitted Installation Type(s), (b) as 
        expressly permitted in the Deployment Addendum, or (c) to make a
        reasonable number of copies solely for back-up purposes provided
        that any such permitted copies shall reproduce all copyright, 
        trade secret, patent, logo, proprietary and/or other legal 
        notices contained in the original copy obtained from MathWorks; 

   4.10. access or use Programs that Licensee is not currently licensed
         to access or to use; 

   4.11. disclose the personal license password and/or license file to a
         Third Party or allow them to be used except for installation 
         and use of the Programs as provided herein;

   4.12. republish the Documentation, except as expressly permitted in 
         Section 3; and/or

   4.13 create a server, for code generation, compilation, or other 
        Programs.

5. RETENTION OF RIGHT, TITLE AND INTEREST BY MATHWORKS AND ITS LICENSORS.
   The Programs shall at all times remain the property of MathWorks 
   and/or MathWorks' Licensors and Licensee shall have no right, title,
   or interest therein, except as expressly set forth in this Agreement.
   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.

6. LICENSES 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 
   to Licensee 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 
   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.

7. SOFTWARE MAINTENANCE SERVICE. During any paid Software Maintenance 
   Service term, if applicable, MathWorks shall provide Software 
   Maintenance Service for the licensed Programs which consists of:  
   delivering subsequent releases of the Programs, if any, that are not
   charged for separately; exerting 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 errors.  During this same paid
   Software Maintenance Service term, Licensee shall also be entitled to
   receive technical support for the current release.  Technical support
   means assistance by telephone, fax, and electronic mail with the 
   installation and/or use of the then-current release of the licensed 
   Programs, including all available bug fixes and patches, and their 
   interaction with supported hardware and operating systems 
   ("Platforms").  MathWorks reserves the option to discontinue, in 
   whole or in part, and at any time, offering Software Maintenance 
   Service and/or technical support for any Program or Platform.

8. LICENSE DURATION ("TERM").  This Agreement shall continue until the