The MathWorks, Inc.
Software License Booklet

IMPORTANT NOTICE

Read the terms and conditions of your License Agreement carefully.

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.

CONTENTS

The MathWorks, Inc. Software License Agreement

   Installation and Use Addendum (if applicable)
   
   Educational Installation and Use Addendum (if applicable)

   Student 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.

  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 or other
        Programs, which bypasses MathWorks normal license management
        procedures.
  
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 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