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 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