THE MATHWORKS, INC.

SOFTWARE LICENSE AGREEMENT

LICENSEE MAY RECEIVE A FULL REFUND IF WITHIN THIRTY (30) DAYS FROM
THE DATE OF DELIVERY (THE 'ACCEPTANCE PERIOD') LICENSEE DOES NOT
ACCEPT THE TERMS AND CONDITIONS OF THIS LICENSE AND THE APPLICABLE
ADDENDUM, OR IF LICENSEE TERMINATES THIS LICENSE FOR ANY REASON,
WITHIN THE ACCEPTANCE PERIOD.
LICENSE GRANT. The MathWorks, Inc. ('MathWorks') hereby grants to
Licensee a nonexclusive license to install and use the Program(s) and
accompanying Documentation as provided herein. The licensed Programs
and Documentation including Error Corrections and Enhancements are,
and shall at all times remain, the property of MathWorks and/or its
licensors, and Licensee shall have no right, title, or interest
therein, except as expressly set forth in this Agreement.
LICENSE FOR THIRD PARTY PROGRAMS. MathWorks has been granted
licenses to distribute certain third party programs. As a condition
of those licenses, MathWorks is required to distribute the programs
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 of such third party programs:
for Sun Java(TM) Runtime Environment Software, the current
applicable provisions may be viewed at:
http://java.sun.com/products/jdk/1.1/jre/LICENSE
or obtained by contacting MathWorks. Licensee's breach of the
applicable provisions of any third party's license terms shall also
be considered a material breach of this Agreement.
DEFINITIONS.
Affiliate. A person or 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 or capital of a partnership or other business
organization without voting securities.
Concurrent Copies. The combined number of simultaneous executions of
a Program in a Concurrent License.
Distribution. The distribution on physical media and/or electronic
distribution.
Documentation. The user guides and instructional material, if any,
accompanying delivery of a Program as may be updated from time to
time. Documentation may be delivered in hard copy and/or electronic
format.
Enhancement. A change or addition to a Program, other than an Error
Correction, that improves its function, adds new function, or
enhances its performance.
Error Correction. A change to a Program that is in a form that
allows its application to the Program to reestablish material
conformity with the description of the Program's operation in the
related Documentation.
Group Copies. The combined number of installations of a Program in a
Group License.
Internal Operations. The use of a Program by employees of Licensee or
an Affiliate for the purpose of performing services on behalf of the
Licensee or Affiliate, or in the performance of services for Third
Parties who engage Licensee or an Affiliate for such services. As
used herein, 'employees' includes student interns and consultants of
Licensee or its Affiliates.
License. MathWorks grant to Licensee of a nonexclusive right to
install and use a Program in accordance with the License Option
purchased.
License Option. The specific rights, restrictions, and obligations
under which Licensee may install and use a Program pursuant to this
Agreement, including the applicable Addendum. By accepting a Program
during the Acceptance Period, Licensee also accepts the applicable
rights and agrees to be bound by the applicable obligations and
restrictions of the License Option purchased.
Program. The computer software delivered hereunder.
Third Party. Any person or legal entity which is not an Affiliate.
INSTALLATION AND USE. Specific rights, obligations, and restrictions
apply to each License Option. By accepting the terms and conditions
of the Agreement, Licensee also accepts the applicable rights and
agrees to be bound by the applicable obligations and restrictions of
the License Option purchased.
License Options.
Individual License. The Programs may be installed and operated
on a single designated computer.
Group License. The Programs may be installed and operated on a
designated number of computers (up to the number of Group Copies
purchased). Licensee shall accurately administer, count, and
control the number of copies of each licensed Program installed.
Concurrent License. The Programs may be installed on a single
network server, and, where appropriate, portions of the Programs
on individual computers to accelerate startup times, so long as
the installations on the individual computers are controlled by
the license manager on the single network server. Licensee may
have as many sessions of a Program in use at any given time as
the number of Concurrent Copies purchased.
Academic License. Programs licensed to degree-granting
educational institutions at MathWorks Academic License discount
are restricted to use in connection with on-campus computing
facilities that are used solely in support of classroom
instruction and research activities of students, teaching
faculty and staff, and research staff. The right to use the
Programs for any other purposes, including commercial purposes
is expressly prohibited.
Classroom License. Programs licensed to degree-granting
educational institutions at MathWorks Classroom License discount
are restricted to use in connection with on-campus computing
facilities that are used solely in support of classroom
instruction of students. The right to use the Programs for any
other purposes, including commercial purposes, is expressly
prohibited.
Student License (Student versions of the Programs or any
Programs licensed at a student discount). Student Licenses are
 restricted to use on the student's own computer. Student
Licenses are further restricted to use in connection with
courses offered by degree-granting institutions, either by
students working toward a degree, or by continuing education
students. The right to use the Programs for any other purposes,
including commercial purposes, is expressly prohibited.
Notwithstanding anything to the contrary contained in this
Agreement, Student Licenses are nontransferable. Maintenance
and Support are not provided with the Student License.
The Programs may be installed on a backup computer (while the
designated computer is disabled) or on a replacement computer.
Replacements include both permanent and temporary use at the same or
different site. Temporary use at a different site may include
installation for use at home by Licensee's employees, provided
Licensee permits such home use and Licensee otherwise complies with
the terms of this Agreement and causes its employees to so comply,
including full compliance with all applicable laws and regulations
relating to import and export of technical data and computer
software.
Licensee shall use the Programs only for Internal Operations.
Licensee may not sell, license, sublicense, rent, or make the
Programs available for use by any Third Parties.
Licensee shall not provide access to the Programs via a Web
application without procuring specific rights to do so by licensing
the MATLAB(R) Web Server.
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.
Licensee shall not provide multi-user access to the Programs by
calling the Programs as a server from other programs without
procuring specific rights to do so by licensing MATLAB as a Server,
or by licensing the MATLAB Runtime Server.
Licensee may make backup copies of the Programs as necessary to
support the use of the Programs in accordance with this Agreement.
Licensee may not remove any copyright, trademark, proprietary rights,
disclaimer or warning notice included on or embedded in any part of
the Programs. All copies of Programs shall contain all copyright and
proprietary notices as in the original.
MathWorks supplies its Programs and Documentation in archival form on
CD-ROM and by means of electronic distribution. MathWorks provides
the Licensee with a personal license password that specifies the
Programs licensed by Licensee. Licensee shall not attempt to access
or use Programs that Licensee is not currently licensed to use.
Furthermore, Licensee shall not disclose the personal license
password or allow it to be used except for installation of the
Programs as provided herein.
Licensee shall not decompile, disassemble or otherwise reverse
engineer the Programs. For European Union Licensees, the following
rights apply:
EUROPEAN UNION: Licensee may only decompile, disassemble, or
otherwise reverse engineer the Programs where any such act is
 necessary to create an independent program that is interoperable
with the Programs or with another program or to observe, study, or
test the functioning of the Programs solely in order to understand
the ideas and principles that underlie any element of the Programs
('the Permitted Objective') and provided that:
(a) this may only be done if the information necessary to achieve
the Permitted Objective has not already been made available or has
not been provided by MathWorks within a reasonable time of a
written request to MathWorks to provide such information;
(b) the compilation, disassembly, or reverse-engineering is
confined to those parts of the Programs necessary to achieve the
Permitted Objective;
(c) the information gained is not used for anything other than the
Permitted Objective and is not disclosed to any other person except
as may be necessary to achieve the Permitted Objective; and
(d) the information obtained is not used to create a program
substantially similar in its expression to the Programs including,
but not limited to, expressions of the Programs in other computer
languages, or for any other act restricted by copyright in the
Programs.
Except as expressly provided by this Agreement, Licensee may not
alter or modify the Programs without the consent of MathWorks. In
particular, Licensee may not alter, adapt, translate, or convert
'M-files' or 'P-code' contained in the Programs in order to use those
files with any products other than products of MathWorks, nor may the
Licensee incorporate or use 'M-files', 'P-code' or any other part of
the Programs in or as part of another computer program.
All copies of the Programs and Documentation, whether made by
Licensee or otherwise, shall be subject to the terms of 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.
FEDERAL ACQUISITION. This provision applies to all acquisitions of
the Program and Documentation by or for the federal government of the
United States. By accepting delivery of the Program, the government
hereby agrees that this software qualifies as 'commercial' computer
software within the meaning of FAR Part 12.212, DFARS Part
227.7202-1, DFARS Part 227.7202-3, DFARS Part 252.227-7013, and DFARS
Part 252.227-7014. The terms and conditions of this Agreement shall
pertain to the government's use and disclosure of the Program and
Documentation, and shall supersede any conflicting contractual terms
or conditions. If this license fails to meet the government's
minimum needs or is inconsistent in any respect with federal
procurement law, the government agrees to return the Program and
Documentation, unused, to MathWorks.
MAINTENANCE AND SUPPORT. During any paid Maintenance and Support
subscription term, if applicable, MathWorks shall: deliver
subsequent releases of the Programs that are not charged for
separately; exert 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 problems. During this same paid Maintenance and Support
subscription term, Licensee shall also be entitled to receive
technical support by telephone, fax or electronic mail regarding the
installation and/or use of the Licensed Programs and their
interaction with hardware, operating environments, and other software
products. MathWorks reserves the option to discontinue, in whole or
in part, offering Maintenance and Support subscriptions for any
Program or platform.
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.
For Annual Licenses: LICENSEE UNDERSTANDS AND AGREES THAT EACH
ANNUAL LICENSE WILL TERMINATE AFTER EACH ONE (1) YEAR PERIOD,
UNLESS LICENSEE RENEWS ITS LICENSE BY REMITTING THE THEN-CURRENT
ANNUAL LICENSE RENEWAL FEE. MathWorks or its authorized
distributor will notify Licensee in advance of each renewal term.
LICENSEE UNDERSTANDS THAT THE PROGRAMS WILL STOP OPERATING UNLESS
LICENSEE PAYS THE LICENSE RENEWAL FEE AND IS GIVEN RENEWAL
PASSCODES. Maintenance and Support subscriptions are included in
the original license fee and any subsequent renewal.
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
MAINTENANCE AND SUPPORT OF EACH PERPETUAL LICENSE WILL TERMINATE
UPON EXPIRATION OF THE INITIAL ONE (1) YEAR SUBSCRIPTION TERM
INCLUDED WITH THE PURCHASE OF THE LICENSE. Thereafter, the
Maintenance and Support subscription term may be renewed for any
Program, in one year increments, at the then-current price, so long
as MathWorks offers such Maintenance and Support. MathWorks or its
authorized distributor will notify Licensee in advance of each
Maintenance and Support subscription renewal term.
For Student Licenses: The Student License term extends only for the
duration of Licensee's enrollment in a degree-granting institution
or participation in a continuing education program of a
degree-granting institution.
TERMINATION. MathWorks may terminate this license grant, 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. 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 and Documentation in Licensee's
possession or control, or promptly provide written certification of
their destruction.
EXPORT CONTROL. The Programs may be subject to U.S. export control
laws. 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 and
Documentation 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.
TAXES, DUTIES, CUSTOMS. Absent appropriate exemption certificate(s),
Licensee shall pay all taxes, duties, or customs, except for taxes
based on MathWorks net income.
USE OF NAME AND TRADEMARKS. Licensee shall not use the name, trade
names or trademarks of MathWorks or any of its Affiliates 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.
ASSIGNMENT. This license is nontransferable to a Third Party without
MathWorks consent, which shall not be unreasonably withheld. This
license may be transferred to an Affiliate provided that MathWorks is
notified in writing of the transfer and the Affiliate accepts these
same terms and conditions.
LIMITATION OF LIABILITY. THE PROGRAMS SHOULD NOT BE RELIED ON AS THE
SOLE BASIS TO SOLVE A PROBLEM WHOSE INCORRECT SOLUTION 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 EXPLICITLY
DISCLAIMS ALL LIABILITY FOR SUCH MISUSE TO THE EXTENT ALLOWED BY LAW.
MATHWORKS' 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 (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, AS INSTALLED
ON THE DESIGNATED COMPUTER(S) OR DESIGNATED SERVER(S) FOR WHICH USE
OF THE PROGRAM IS LICENSED HEREUNDER; AND (B) MATHWORKS 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.
LIMITED WARRANTY/LIMITATION OF REMEDIES. MathWorks warrants that
MathWorks or 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, 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 the Program does
not operate as warranted, Licensee's exclusive remedy and MathWorks
sole liability under this warranty shall be a) the correction or
workaround by MathWorks of major defects within a reasonable time,
or b) should such correction or workaround prove neither satisfactory
nor practical, termination of the relevant license and refund of the
initial license fee paid to MathWorks for the Programs. All requests
for warranty assistance should be directed to The MathWorks, Inc., 24
Prime Park Way, Natick, MA 01760, U.S.A. EXCEPT AS EXPRESSLY
PROVIDED BY THIS AGREEMENT (OR AS IMPLIED BY LAW WHERE THE LAW
PROVIDES THAT THE PARTICULAR TERMS IMPLIED CANNOT BE EXCLUDED BY
CONTRACT), ALL OTHER CONDITIONS, WARRANTIES, OR OTHER TERMS
(INCLUDING ANY WITH REGARD TO INFRINGEMENT, MERCHANTABLE QUALITY, OR
FITNESS FOR PURPOSE) ARE EXCLUDED. SOME STATES DO NOT ALLOW
LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE
LIMITATION MAY NOT APPLY TO LICENSEE. THIS WARRANTY GIVES LICENSEE
SPECIFIC LEGAL RIGHTS AND LICENSEE MAY ALSO HAVE OTHER RIGHTS WHICH
VARY FROM STATE TO STATE. LICENSEE ACCEPTS RESPONSIBILITY FOR ITS
USE OF THE PROGRAMS AND THE RESULTS OBTAINED THEREFROM.
GENERAL. To the extent any 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. This Agreement and the
applicable Addendum thereto contains 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.

01/07/99

ADDENDUM
TO
THE MATHWORKS, INC. SOFTWARE LICENSE AGREEMENT
Licensees of MathWorks translation tools, development tools,
libraries, and servers have rights and obligations in addition to
those contained in The MathWorks, Inc. Software License Agreement
(the 'Agreement'). This Addendum sets forth those additional rights
and obligations.
This Addendum does not extend Licensee's right to use a Program, in
whole or in part, in any form, beyond the License Term for that
Program.
Each capitalized term used herein and not defined herein shall have
the meaning described to it in the Agreement.
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1. Translation Tools, Development Tools, and Libraries
Licensees of MathWorks translation tools and development tools such
as the MATLAB(R) Compiler and the MATLAB(R) Runtime Server
Development Kit may translate source M-files into one or more forms
such as MEX-files, C-code, encrypted P-code, relocatable object code,
linked binary forms, and other derivative forms (all hereinafter
referred to as 'Derivative Forms').
* MATHWORKS OR ITS LICENSORS RETAIN ALL RIGHT, TITLE, AND INTEREST IN
THE DERIVATIVE FORMS OF THE PROGRAMS AS IN THE ORIGINAL M-FILE FORM
OF THE PROGRAMS.
* ALL ERROR CORRECTIONS AND ENHANCEMENTS SHALL BE OWNED BY MATHWORKS.
1.1 Distribution
This Addendum does not apply to Licensee's own code. Licensee may
distribute, without restriction, MEX-files and P-files compiled
from M-files written by Licensee, provided they do not include any
code obtained from M-files or P-code contained in licensed
Programs, Error Corrections, and Enhancements (or other
proprietary code for which Licensee has not obtained a License).
1.1.1 Restrictions:
* Licensee may not use translation and development tools or
Derivative Forms to distribute its own, or a Third Party's,
standalone application ('Application'), a principal purpose
of which, as solely and reasonably determined by MathWorks in
MathWorks complete and absolute discretion, is to perform the
same or similar functions as Programs licensed by MathWorks.
* Licensee may only compile or otherwise obtain those select
M-files required for the Application.
* Not all Programs are eligible for distribution or access
within Licensee's Application. For a list of those Programs
which are eligible for distribution or access ('Eligible
Programs'), consult MathWorks then-current Price List
Addendum or contact your local authorized MATLAB distributor.
* In no event shall Licensee distribute complete Libraries, or
any form of an entire Eligible Program or a substantial
portion of an Eligible Program, or otherwise use the Programs
to compete with the products or businesses of MathWorks.
1.1.2 Licensing:
For any distribution of Applications containing linked-in
copies of MATLAB Libraries, the MATLAB Runtime Server, and/or
components of an Eligible Program in a Derivative Form to:
* Licensee's internal organization: Licensee shall take
appropriate action by instruction, agreement, or otherwise
with any recipients of the Application, so as to enable
Licensee to satisfy its obligations under the terms of this
Addendum and the Agreement.
* Third Parties: The Application shall be accompanied by an
Application license whose terms and conditions are at least
as restrictive as the Agreement.
* The Application license for Third Parties must explicitly
exclude MathWorks from all liability for damages or any
obligation to provide remedial actions.
* In no circumstance shall Licensee include a warranty for
any form of a Program that is inconsistent with or
additional to the warranty contained in the Agreement.
* All copyright and proprietary notices for the Programs that
appear in the original form delivered to Licensee shall be
duplicated and included with Licensee's own copyright
 notices for the Application, wherever they appear.
* The additional translation, use, and distribution rights
granted in this Addendum are nontransferable without
MathWorks consent and shall not be conveyed in Licensee's
Application license.
Notwithstanding the termination of the Agreement, all valid
Application licenses shall remain and continue in full force
and effect, and, if the Agreement was not terminated due to:
(i) Licensee's failure to pay the applicable fees to MathWorks,
(ii) Licensee's violation of the license restrictions, or (iii)
violation of MathWorks proprietary rights in the Programs; then
Licensee may continue to use the Programs to support
Applications that have been placed in use pursuant to an
Application license prior to the effective date of termination.
1.1.3 Distribution Requirements
Licensee must maintain, during the length of time Licensee
distributes such Applications, a development License under a
current Maintenance and Support subscription term for each
translation and development tool, each library, and every
Eligible Program being utilized to create the Application. If
multiple Licenses of a Program are required to support
distribution on multiple platforms, each License must be under
a current Maintenance and Support subscription term.
1.1.4 Distribution Without an Application
If Licensee wants to distribute Derivative Forms of an
Eligible Program outside of an Application, each recipient must
have a valid license from MathWorks for the original M-file
form of the Program. Use of Derivative Forms of an Eligible
Program is subject to the same restrictions as the recipient's
original license for that Program, as such license may be
amended from time to time.
1.1.5 Distribution Within an Application
1.1.5.1 Real-Time Workshop(R) and Stateflow(R) Coder.
MathWorks provides a directory of C source code files that
implement the real-time framework and Application
Programming Interface (API) portion of Real-Time Workshop
and Stateflow Coder.
* 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 the Real-Time Workshop and/or Stateflow
Coder Programs.
* Licensee may copy and distribute these files outside of
the Real-Time Workshop and/or Stateflow Coder Programs,
but only in linked binary form as part of a larger
Application.
* No further fees shall be due to MathWorks for such
distribution within Licensee's Application, regardless of
whether the Application is distributed solely for
Licensee's Internal Operations or to Third Parties.
1.1.5.2 MATLAB(R) C/C++ Math Library. Licensee may
 distribute copies of Applications that incorporate
linked-in copies of the MATLAB C/C++ Math Library and those
select M-files required for the Application that have been
compiled or otherwise obtained from Eligible Programs.
This right to distribute is contingent upon Licensee's
purchase of a license for the MATLAB C/C++ Math Library and
every Eligible Program being utilized to create the
Application, on each platform being used for development of
the Application. No further fees shall be due to MathWorks
for such distribution within Licensee's Application,
regardless of whether the Application is distributed solely
for Licensee's Internal Operations or to Third Parties.
1.1.5.3 MATLAB(R) Runtime Server Development Kit.
Use of each MATLAB Runtime Server Development Kit is
limited to a single site designated by the Licensee.
Licensee may include the MATLAB Runtime Server and
encrypted P-code versions of licensed Eligible Programs
(together hereinafter referred to as 'MATLAB Runtime Code')
as executable code fully integrated into Licensee's
Application. In order to distribute the Application,
Licensee must purchase runtime copies of the MATLAB Runtime
Code. Runtime copies are Application-specific. The number
of copies of the MATLAB Runtime Code that Licensee may
distribute at any given time must be less than or equal to
the number of runtime copies purchased for each Program
distributed with each Application. Licensee may only
update its designated Application with subsequent releases
of the MATLAB Runtime Code if Licensee has paid MathWorks a
Maintenance and Support subscription fee for each runtime
copy to be updated.
MATLAB Runtime Code may be installed on single designated
computers or on network servers. Licensee or the recipient
of Licensee' Application, must implement a tracking system
to accurately count the maximum number of copies installed
on single designated computers, and the number of copies in
use at any given time on network server installations.
1.2 Disclaimer of Obligations and Liability
* MathWorks shall have no support or warranty obligations, and
disclaims all liability, for Applications developed or
distributed by Licensee.
* Licensee will defend, indemnify, and hold harmless MathWorks and
its officers, directors, employees, agents and resellers from
and against any claims, demands, or liabilities based on or
arising from, out of or in connection with the creation, use, or
distribution of any Applications.

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2. Servers
2.1 Web Access to Licensed Programs
The Agreement prohibits Licensee from selling, licensing, renting,
or making the Programs available for use by Third Parties
generally on a 'time sharing' basis by any means, including the
Web, or from making the Programs accessible for Internal
 Operations via the Web. Licensees of the MATLAB(R) Web Server
have specific and limited rights and obligations in addition to
those contained in the Agreement. Those rights and obligations
are defined below.
2.1.1 MATLAB(R) Web Server. Licensees of the MATLAB Web
Server may allow access to licensed Programs through
Applications developed using the MATLAB Web Server, provided
the Licensee has also purchased a License for MATLAB and every
Eligible Program being accessed. Such access may be provided to
an unlimited number of clients for Licensee's own use for its
Internal Operations, and for use by Third Parties.
Requirements. Licensee must purchase separate Licenses for the
MATLAB Web Server, MATLAB, and every Eligible Program for
installation on each web server from which the Programs may be
accessed.
Access Restrictions. Licensee's Application may not provide
access to the MATLAB command line, or code generation
capabilities (with the exception of MEX-files). Licensee may
not provide Third Party access to an entire Program or a
substantial portion of a Program, or otherwise use the Programs
to compete with the products or businesses of MathWorks.

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General
MathWorks shall be provided a reasonable opportunity for access to
Licensee's records for the purpose of conducting an audit of fees, if
any, due hereunder.
Licensee acknowledges that a material breach of the obligations set
forth in this Addendum, which have not been cured within sixty (60)
days of written notification from MathWorks, shall be grounds for
termination as provided in the Agreement.
This Addendum is an Addendum to The MathWorks, Inc. Software License
Agreement, the terms and conditions of which are incorporated
herewith.

01/07/99