Licensee having paid additional License fees to expand the scope of
    the License or Licenses, then Licensee shall promptly pay MathWorks
    such Licensing fees (at MathWorks' then current rates) and, if such
    unpaid License fees exceed 5% of the License fees paid to MathWorks
    for the applicable Programs during the applicable period during
    which such underpayment occurred, then Licensee shall, in addition
    to paying the unpaid License fees, also reimburse MathWorks the full
    cost of such audit.

20. ENTIRE AGREEMENT.  This Agreement, and any applicable Addendum 
    thereto including any documents referenced therein are incorporated 
    herein by reference, and contain 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.
 

The MathWorks, Inc. Software License Agreement - Installation and Use 
Addendum

This is an Addendum to The MathWorks, Inc. Software License Agreement 
(the "Agreement"), and the terms and conditions of this Addendum are
incorporated therein.  Each capitalized term used herein and not defined
herein shall have the meaning ascribed to it in the Agreement. 

1. SCOPE.  The Installation and Use provisions of this Addendum apply to
   each Program licensed under the Agreement.  The applicable provisions
   are determined by the particular License Option that Licensee
   acquired, including those related to the permitted Installation
   Type(s) associated with the License Option acquired.  

2. LICENSE OPTIONS AND PERMITTED INSTALLATION TYPES.  At the time the 
   License is acquired, Licensee must select a License Option from those
   offered on MathWorks' then-current price list.  If the License Option
   is not specified on Licensee's order, MathWorks shall determine the
   License Option for Licensee by comparing the price paid to MathWorks'
   then-current price list, less the appropriate discount, if any.    

3. DEFINITIONS.

   3.1. Installation Type.   One or more of the Standalone Named User, 
        Network Named User, or Network Concurrent User installation
        types available with respect to the License Option acquired.  

   3.2. 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 acquired. 

   3.3. 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 acquired.

   3.4. Named User.  Licensed User designated and identified by Licensee
        as the "Named User" for a License to a Program under the 
        "Standalone Named User" and "Network Named User" Installation 
        Types.  

   3.5. 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
        acquired, 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 acquired. 
 
        License Options: Permitted Installation Types
        Individual: Standalone Named User*
        Group: Standalone Named User*, Network Named User
        Concurrent: Network Concurrent User

*In some countries, the Standalone Named User Installation Type is not
available with the Group License Option.  Contact your local MathWorks
representative for more information.

4. LICENSE OPTIONS AND DISTRIBUTED COMPUTING. 

   4.1. Individual.  Except as specifically set forth in Section 4.4 
        hereof, the Individual License Option permits only the 
        Standalone Named User Installation Type.  Program use is 
        restricted to the single, designated Named User.  

   4.2. Group. Except as specifically set forth in Section 4.4 hereof, 
        the Group License Option permits either the Standalone Named 
        User or 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.
        Licensee is responsible for ensuring that the total number of
        Named Users of each Program on a License does not exceed the
        number licensed for each Program.  This License Option must be
        centrally administered and maintained.  Licensee shall be
        responsible for, and shall assign a central administrator the
        task of, accurately counting and controlling the number of Named
        Users allowed access to each Program, and installing and
        administering the Programs including new versions of the
        Programs delivered during any paid Software Maintenance Service
        term.  

   4.3. Concurrent.  Except as specifically set forth in Section 4.4 
        hereof, the Concurrent License Option permits only the Network 
        Concurrent User Installation Type.

   4.4. Distributed Computing.  The Individual, Group, and Concurrent 
        License Options permit Licensees who also license both the 
        MATLAB Distributed Computing Engine ("Engine") and the 
        Distributed Computing Toolbox to install Programs, other than
        any Ineligible Program, in a central location on a single
        designated computer or on different computer nodes within a
        cluster of computers for the principal purpose of making
        available Programs sessions in a distributed computing
        environment provided that (1) the computer or computer cluster
        is controlled by a single license manager for each Engine, (2)
        the number of Program sessions operating at any one time is
        limited to the number of Engine workers acquired, (3) access to
        any Program, including the Engine, is not made available (i) to
        any Third Party without the advance written consent of
        MathWorks, or (ii) to any user outside the country in which the
        Engine's license manager server is installed, unless the
        Licensee acquires a separate license from MathWorks; and (4)
        access to any Program, whether in the Engine or otherwise,
        remains limited to those persons who are Licensed Users of such
        Programs, and the Distributed Computing Toolbox.  For the
        purposes of this Section 4.4, all Engine license manager 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 Engine
        license manager servers located in Iceland, Norway, Switzerland,
        or any member country of the European Union ("EU") shall be
        considered located in the same country.   

5. INSTALLATION TYPES.

   5.1. Standalone Named User.  Programs may only be installed and 
        operated on one or more individual, standalone computers,
        provided the Programs are only accessible to, and operated by,
        the Named User(s) for that License.  Network installation is
        prohibited.  The locations of the standalone computers used by
        the Named User to run the Programs are not limited; the
        computers may be located at work, home, in a laboratory, or on a
        laptop.  Licensee may only designate one Licensed User access to
        or use of the Programs under each Named User License.  Licensee
        may replace the Named User for a Program, whether temporarily or
        not, no more than four (4) times per year.  A Named User may run
        multiple simultaneous Program sessions on not more than two (2)
        separate processors, whether located in the same or different
        computers, without acquiring a written license to do so.   

        Alternatively, for the Windows platform only, Licensee may
        install the Programs on a single, designated, standalone
        computer, provided the Programs are only operated from that
        computer's console by only one individual at any given time (a
        "Designated Computer" Installation Type).  This Designated
        Computer Installation Type is 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.  

   5.2. Network Named User.  Programs may only be installed in a central
        location on a single designated network server.  Licensee must
        run the FLEXlm license manager software provided with the
        Program in its 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 may replace
        Named Users for a Program, whether temporarily or not, no more
        than four (4) times per year, provided the number of Named Users
        in the file never exceeds the number licensed per Program.
        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 network server.  A Named User may run
        multiple simultaneous Program sessions on not more than two (2)
        separate processors, whether located in the same or different
        computers, without acquiring a written license to do so.    

   5.3. Network Concurrent User.  The Programs may only be installed in
        a central location on a single designated network server.
        Licensee may have only as many Licensed Users simultaneously
        operating a Program at any given time as the number of
        Concurrent keys acquired for that Program, except in the case of
        the Engine in which case the number of Program sessions running
        at any one time is limited to the number of Engine workers
        acquired.  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 network server.  Subject to the
        foregoing, a Licensed User of the Concurrent License Option may
        utilize any number of computers served by a single license
        manager server provided that, before starting a Program session
        on any computer, the Licensed User checks out a Concurrent key
        from the license manager server for that computer, and that any
        Concurrent Program sessions on each computer are not run on more
        than two (2) separate processors on each computer.   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 the Concurrent
        License Option, 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 Iceland, Norway,
        Switzerland, or any member country of the European Union ("EU")
        shall be considered located in the same country. 
 

THE MATHWORKS, INC. SOFTWARE LICENSE AGREEMENT - Academic Installation
and Use Addendum  

This is an Addendum to The MathWorks, Inc. Software License Agreement
(the "Agreement"), and the terms and conditions of this Addendum are
incorporated therein.  Each capitalized term used herein and not defined
herein shall have the meaning ascribed to it in the Agreement.

1. SCOPE.  The provisions of this Academic Installation and Use Addendum
   apply to each Program licensed under the Agreement at prices offered
   only to degree-granting educational institutions ("Academic prices")
   for Academic Internal Operations only, as defined below.  Research
   and development divisions and centers of universities, U.S.
   government agencies and other not-for-profit organizations do not
   qualify for Academic prices.  This Addendum imposes certain
   additional obligations and restrictions with respect to the Programs
   licensed at such Academic prices that are not contained in the
   Agreement.  The applicable provisions are determined by the
   particular Academic License Option that Licensee acquires for each
   Program, including those related to the permitted Installation