License Term as described in Article 2 above. 


THE MATHWORKS, INC. SOFTWARE LICENSE AGREEMENT - Deployment 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. PURPOSE.  The MathWorks, Inc. Software License Agreement (the 
   "Agreement") contains restrictions prohibiting Licensee from
   modifying, distributing, or providing access to the Programs or any
   Program Components, except as expressly provided in this Addendum.
   If the Programs licensed by Licensee under the Agreement contain
   Source Code or Object Code Program Components, then this Addendum
   sets forth the Licensee's rights with respect to creating
   Applications and Derivative Forms and distributing Applications,
   Derivative Forms, and Deployment Programs, as well as certain
   additional obligations related thereto.  

   MathWorks or its Licensors retain all right, title, and interest in
   its Programs, Program Components, and Derivative Forms of its
   Programs.

2. USER CREATED FILES.  This Addendum does not apply to M-files, 
   MDL-files, MEX-files, MAT-files, FIG-files and P-files that are
   created by Licensee and that do not include any code obtained from
   M-files, MAT-files, P-code, MDL-files, C/C++ files, TLC-files, or
   other Source Code files supplied with the Programs ("User Files").
   Licensee may distribute, sublicense, and resell without restriction,
   User Files.  

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

4. DEFINITIONS.

   4.1. Application.  A software file that Licensee has created by 
        either (a) using a MathWorks Program to compile or translate
        Licensee created Source Code or (b) incorporating or linking any
        part of any Source Code, library file, or other Program
        Component provided with the Program.  An Application must
        contain original code developed by Licensee and must provide
        substantial functionality not contained in, or provided by, the
        Program Components that are incorporated into such Application.
        If a software file created by a Licensee incorporates Program
        Components, but does not meet the requirements of the previous
        sentence, then it is a Derivative Form (as defined below).  An
        Application may contain Linked Object Code which, if such Object
        Code was not Linked to the Application and was a standalone
        file, would otherwise have been deemed a Derivative Form. 

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

   4.3. Generated Forms.  The output of the MATLAB Compiler, Real-Time 
        Workshop, Stateflow Coder, Embedded Coders, and other MathWorks'
        code generation Programs in the form of Source Code, as well as
        such Source Code converted to Object Code or Linked forms.

   4.4. Derivative Forms.  A  software file that Licensee has derived 
        from one or more Program Components (including without
        limitation by incorporating, translating, or modifying, in whole
        or in part, any Program Component), and which, if modified or
        copied without MathWorks' authorization, would constitute a
        copyright infringement or breach of the Agreement.  A software
        file created by Licensee which qualifies as an "Application"
        under the above definition shall not be deemed a Derivative
        Form.

   4.5. Linked.   An executable or loadable file created by a compiler 
        or linker program combining Object Code module files.

   4.6. MAT-file.  The file format in which MATLAB stores data.

   4.7. MCR Libraries.  MATLAB Component Runtime support libraries and 
        other files for deployment of Applications created with the
        MATLAB Compiler.

   4.8. Object Code.  The code created by a system compiler from source 
        code; also called "machine-readable code".  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.  Object Code includes "Object
        Code libraries" and "shared libraries," which are groupings of
        Object Code for specific purposes.

   4.9. Program Component.  Any portion of, or file provided with, a 
        Program.

   4.10. Source Code.  Human-readable program code written in a 
         higher-level language such as C, C++, Java, MATLAB,
         MDL-files, VHDL, or Fortran, which must be translated or
         compiled into machine-readable language before it can be
         executed by a computer.  Source Code also includes header files
         and other human-readable files necessary for a Program to be
         compiled in the higher-level language.

   4.11. Standalone Application.  An Application created using 
         programming languages and tools other than the Programs, which
         executes outside of the Programs.

   4.12. Deployment Program.  Any MathWorks Program that either (a) 
         generates Object Code or Source Code in response to user input,
         or (b) contains executable functions or data accessed by an
         Application (such as a DLL file).

5. DEPLOYMENT PROGRAMS.  Licensed Users of MathWorks' Deployment 
   Programs may automatically generate code from M-files,
   Simulink/Stateflow diagrams, and other representations, into
   Generated Forms.  Furthermore, Licensee may copy and deploy these
   Generated Forms for use outside of the Programs.

   Not all Programs are eligible for deployment within Licensee's
   Application.  For a list of those Programs that are ineligible for
   deployment, compilation, distribution, distributed computing, or web
   access see www.mathworks.com/ineligible_programs.  

   5.1. MATLAB Application Deployment Programs

      5.1.1. MATLAB Compiler. Licensee may use and distribute the MCR 
             Libraries for the sole purpose of running Licensed User's
             Application generated by the MATLAB Compiler.  Licensee may
             deploy, at no cost, copies of such Applications that
             incorporate the MCR Libraries and compiled versions of
             M-files from the licensed Programs required for the
             Application.  No further fees shall be due to MathWorks for
             such deployment within Licensee's Application, regardless
             of whether the Application is distributed solely for
             Licensee's Internal Operations or to Third Parties. 

         5.1.1.1. Licensed User may include, by compilation for deployment,
                  only those select M-files from the licensed Programs
                  required for the Application.  

         5.1.1.2. In no event shall Licensee distribute any library 
                  header files.

         5.1.1.3. Licensee's Application may not provide functionality or 
                  behavior similar to that of the MATLAB command line.

         5.1.1.4. Licensee's Application may not allow operation of the
                  code generation capabilities of Programs.

         5.1.1.5. Licensee's Application may not provide access to an 
                  entire Program or a substantial portion of a Program. 

         5.1.1.6. Licensee shall include the notice "MATLAB. 1984 -
                  [INSERT YEAR MATLAB VERSION PUBLISHED] The MathWorks,
                  Inc." in the deployed Application's About Box, or
                  similar visible location, and in the applicable
                  documentation distributed with each copy of the
                  Application. 

         5.1.1.7. Licensee must state in the documentation or other 
                  materials distributed with the Application that
                  Licensee's limited rights to the deployment are
                  governed by a certain license agreement between
                  Licensee and MathWorks. Licensee may not modify or
                  remove any license agreement file (MathWorks or
                  Third-Party) that is included with the MCR Libraries
                  ("MCR Library License").  Licensee shall insure that
                  any licensee of the Application must first accept the
                  terms of such MCR Library License prior to
                  installation of the Application.

   5.2. Simulink Application Deployment Programs 

      5.2.1. Deployment Programs.  MathWorks provides directories of C, 
             C++, linker command files, template makefiles, project
             files, and TLC source code files with Programs that
             implement the real-time framework, code generation
             instructions, libraries, and Application Programming
             Interface (API) for use with the code generated by the
             Simulink family of products, including Real-Time Workshop,
             Stateflow Coder, Embedded Coders and other Programs.
             Licensee may use, copy, and modify these files in source
             code form for different development targets provided that
             they are only copied for development use in connection with
             Real-Time Workshop, Embedded Coders, Stateflow Coder, or
             other code generation Programs.

         5.2.1.1. Licensee may copy and deploy these files outside of 
                  the Programs in Linked Object Code form or Source Code
                  form, if used in combination with code generated by
                  those Programs as part of a larger standalone
                  Application. 

         5.2.1.2. No further fees shall be due to MathWorks for such 
                  deployment within Licensee's Application, regardless
                  of whether the Application is deployed solely for
                  Licensee's Internal Operations or to Third Parties.

      5.2.2. Real-Time Windows Target.  Licensee may not incorporate 
             Real-Time Windows Target into an Application for deployment
             without contracting with MathWorks for an OEM or VAR
             agreement. 

      5.2.3. xPC Target.  Licensee may develop Applications that 
             incorporate Linked-in copies of xPC Target and those files
             required for the Application that have been compiled or
             otherwise obtained from Real-Time Workshop and/or Stateflow
             Coder on a single development PC, and download that
             Application to a target PC directly connected to the
             development PC by either Ethernet or serial connections.
             When running on xPC TargetBox, the Application may also
             be used for standalone operation, without connection to the
             development PC.  

         5.2.3.1. The right to distribute the Application beyond the 
                  target PC is contingent upon acquiring a License for
                  the xPC Target Embedded Option.  No further fees shall
                  be due to MathWorks for such deployment within
                  Licensee's Application, regardless of whether the
                  Application is deployed solely for Licensee's Internal
                  Operations or to Third Parties. Additionally, the
                  Embedded Option License allows for the deployment of
                  API DLL'