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.  

   8.1. For Annual Licenses:  Licensee understands and agrees that each 
        Annual License will expire automatically immediately after its
        corresponding 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 provided new annual
        passcodes.   Licensee understands and agrees that the Software 
        Maintenance Service for each Annual License will terminate 
        automatically upon expiration of the Annual License Term. 

   8.2. For Term Licenses:  Licensee understands and agrees that each 
        Term License will expire automatically immediately after the 
        corresponding period of the 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 provided new term 
        passcodes.  Licensee understands and agrees that the Software 
        Maintenance Service for each Term License will terminate 
        automatically upon expiration of the License Term. 

   8.3. 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 automatically upon expiration of the initial Software
        Maintenance Service term included with the acquisition of the 
        License.  Thereafter, the Software Maintenance Service term may 
        be renewed for any Program, at the then-current price, and for 
        the then-applicable term, as long as MathWorks offers such 
        Software Maintenance Service for such Program.

   8.4. For Student Licenses:  The Student License term expires 
        automatically immediately after the duration of Licensee's 
        enrollment in a degree-granting institution or participation in 
        a continuing education program of a degree-granting institution.
        Software Maintenance Service is not available for Student 
        Licenses. 

9. TERMINATION.  MathWorks may terminate this Agreement and all Licenses
   granted hereunder by written notice to Licensee if Licensee breaches
   any material 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.  MathWorks may immediately 
   terminate upon notice this Agreement and all Licenses granted 
   hereunder should Licensee breach the terms and conditions of Sections
   3, 4, and/or 10.  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 in Licensee's possession or 
   control, or promptly provide written certification of their 
   destruction.

10. EXPORT CONTROL.  The Programs may be subject to U.S. export control 
    laws or other (U.S. and non-U.S.) governmental export and import 
    laws and regulations.  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 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.  It shall be
    Licensee's responsibility to comply with the latest United States or
    other governmental export and import regulations.

11. FEDERAL ACQUISITION.  This provision applies to all acquisitions of 
    the Programs and Documentation by, for, or through the federal 
    government of the United States.  By accepting delivery of the 
    Programs or Documentation, the government hereby agrees that this 
    software or documentation qualifies as commercial computer software 
    or commercial computer software documentation as such terms are used
    or defined in FAR 12.212, DFARS Part 227.72, and DFARS 252.227-7014.
    Accordingly, the terms and conditions of this Agreement and only 
    those rights specified in this Agreement, shall pertain to and 
    govern the use, modification, reproduction, release, performance, 
    display, and disclosure of the Programs and Documentation by the 
    federal government (or other entity acquiring for or through the 
    federal government) and shall supersede any conflicting contractual 
    terms or conditions.  If this License fails to meet the government's
    needs or is inconsistent in any respect with federal procurement 
    law, the government agrees to return the Programs and Documentation,
    unused, to MathWorks. 

12. FOR EUROPEAN UNION LICENSEES ONLY.  Any contractual provisions of 
    this Agreement contrary to laws implemented under Article 6 of 
    Appendix V of the European Union Software Directive or to the 
    exceptions provided for in Article 5(2) and (3) of such Appendix 
    shall be null and void solely to the extent decompiling, 
    disassembling, or otherwise reverse-engineering of the Programs is 
    necessary to enable the Licensee to create an independent program 
    that is interoperable with the Programs or any other permitted 
    objectives specified by such laws implemented under such directive 
    (collectively, the "Permitted Objectives"), provided that any such 
    information gained is used solely for such Permitted Objectives. 

13. TAXES, DUTIES, CUSTOMS.  Absent appropriate exemption certificates
    or other conclusive proof of tax exempt status, Licensee shall pay 
    all applicable sales, use, excise, value-added, and other taxes, 
    duties, levies, assessments, and governmental charges payable in 
    connection with this Agreement or the Licenses granted hereunder, 
    excluding taxes based on or measured by MathWorks' income, for which
    MathWorks shall be solely responsible. 

14. ASSIGNMENT.  Licensee may not assign or otherwise transfer this 
    Agreement and its rights and obligations hereunder, in whole or in 
    part, by operation of law or otherwise, without the written consent 
    of MathWorks.  In the case of any permitted assignment or transfer 
    of or under this Agreement, this Agreement or the relevant 
    provisions shall be binding upon, and inure to the benefit of, the 
    successors, executors, heirs, representatives, administrators and 
    assigns of the parties hereto.  MathWorks may charge Licensee an 
    administrative fee for any permitted assignment.

15. LIMITATION OF LIABILITY.  The Programs should not be relied on as 
    the sole basis to solve a problem or implement a design whose 
    incorrect solution or implementation 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; 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. 

16. 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 a 
    Program does not operate as warranted, Licensee's exclusive remedy 
    and MathWorks' sole liability under this warranty shall be the 
    correction or workaround by MathWorks of major defects within a 
    reasonable time.  Should such correction or workaround be 
    impractical, MathWorks may, at its option, terminate the relevant 
    License and refund the initial License fee paid to MathWorks for 
    such Program.  All requests for warranty assistance should be 
    directed to The MathWorks, Inc., 3 Apple Hill Drive, Natick, MA 
    01760-2098, U.S.A.

17. DISCLAIMER OF WARRANTIES.  Except for warranties expressly set forth
    in Section 16 of this Agreement (or as implied by law where the law 
    provides that the particular terms implied cannot be excluded by 
    contract), any and all Programs, Documentation, and Software 
    Maintenance Services are delivered "as is" and MathWorks makes and 
    the Licensee receives no additional express or implied warranties.  
    MathWorks and its Licensors hereby expressly disclaim any and all 
    other conditions, warranties, or other terms of any kind or nature 
    concerning the Programs, Documentation, and Software Maintenance 
    Services (including, without limitation, any with regard to 
    infringement, merchantability, quality, accuracy, or fitness for a 
    particular purpose or Licensee's purpose).  MathWorks also expressly
    disclaims any warranties that may be implied from usage of trade, 
    course of dealing, or course of performance.  Except for the express
    warranties stated in Section 16 of this Agreement, the Programs, 
    Documentation, and Software Maintenance Services are provided with 
    all faults, and the entire risk of satisfactory quality, 
    performance, accuracy, and effort is with Licensee.  MathWorks does 
    not warrant that the Programs and Documentation will operate without
    interruption or be error free.  Some states and countries do not 
    allow limitations on how long an implied warranty lasts, so the 
    above limitation may not apply to Licensee.  The warranty in Section
    16 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.

18. GOVERNING LAW; JURISDICTION.  This Agreement shall be interpreted,
    enforced and construed and the rights of the parties hereunder
    governed in all respects by the laws of the Commonwealth of
    Massachusetts, United States of America, without regard to its
    conflicts of law provisions, and both parties consent to the
    jurisdiction of the federal and state courts located in said
    Commonwealth and consent to the service of process, pleadings and
    notices in connection with any and all actions initiated in such
    courts.  The parties agree that a final judgment in any such action
    or proceeding shall be conclusive and binding and may be enforced in
    any other jurisdiction.  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.  The parties further agree that the Uniform Computer
    Information Transactions Act, or any version thereof, adopted by any
    state, in any form ("UCITA"), shall not apply to this Agreement.  To
    the extent that UCITA is applicable, the parties agree to opt out of
    the applicability of UCITA pursuant to the Opt-Out provision(s)
    contained therein.

19. COMPLIANCE AND AUDIT RIGHTS.  Licensee agrees to notify MathWorks 
    promptly upon discovery of any failure to comply with one or more 
    Licenses granted under this Agreement, or any failure to comply with
    any other material term of this Agreement.  To confirm Licensee's
    compliance with the terms and conditions of this Agreement, Licensee
    agrees to allow MathWorks to audit Licensee's use of the Programs,
    and to provide MathWorks access to Licensee's facilities and
    computer systems, and cooperation from Licensee's employees and
    consultants, as reasonably requested by MathWorks in order to
    perform such audit, all during normal business hours, and after
    reasonable prior notice from MathWorks.  If an audit discloses that
    Licensee has failed to comply with one or more Licenses, and such
    failure to comply could have in part or in whole been avoided by