THE MATHWORKS, INC. SOFTWARE LICENSE AGREEMENT
                    FOR TESTING OF PRERELEASE SOFTWARE

These licensed programs are being provided to you under the following terms
and conditions by The MathWorks, Inc. (hereinafter "MathWorks") a Delaware
corporation with its principal place of business at 3 Apple Hill Drive, 
Natick, MA 01760-2098, U.S.A.

Upon your agreement to these terms, indicated by clicking the acceptance 
button below, you are hereby granted a temporary and limited license to 
receive, review, and use the contents ("the Prototype"), which includes 
certain computer programs, documentation, or other technical or business 
information in various stages of development (including a beta or other 
prerelease version) which MathWorks considers to be proprietary or 
confidential.  The Prototype is a commercially valuable, unpublished 
product of MathWorks, the design and development of which reflect the 
efforts of skilled development experts and the investment of considerable 
time and expense.  The Prototype is based on substantial trade secrets of 
MathWorks, and MathWorks claims and reserves all rights and benefits 
afforded under federal copyright law (and international copyright treaties)
in the Prototype as an unpublished work.  All right, title, and interest in
and to the Prototype is retained by MathWorks and is disclosed to you only
in accordance with the terms of this agreement.  The limited right 
conferred by this agreement is nontransferable and is revocable at will by
MathWorks.  Although MathWorks is considering a commercial release of the 
Prototype, it is under no obligation to do so and MathWorks reserves the 
right to alter features, licensing terms, or other characteristics of any 
such commercial release.

    1.  The Prototype is provided to you on a confidential basis and is to
be used and handled by you only to the limited extent necessary for your 
internal review, testing, and evaluation in conjunction with MathWorks.  
You agree, in good faith, to thoroughly test and evaluate the Prototype, to
promptly furnish the results of all such testing and evaluation to 
MathWorks, to provide sufficient personnel and programming support to 
complete the testing and evaluation, and to respond to inquiries from 
MathWorks regarding your use of the Prototype in accordance with the 
limitations herein.

    2.  You are required to devote your best efforts to prevent any use or
disclosure of the Prototype or of any trade secret embodied or reflected in
the Prototype, except to the limited extent necessary for the purposes set
forth herein.  You consequently agree to ensure that all of your personnel
or agents afforded access to the Prototype or any trade secret embodied or
reflected therein protect such material and trade secrets against any 
improper use or disclosure.  You agree that only backup copies may be made
of the Prototype or any portion thereof and that you shall not reverse 
engineer or decompile the object code of the Prototype into source code.

It is understood that the foregoing shall not apply to information that 
(1) is in the public domain at the time of its disclosure to you (other 
than as a result of any wrongful action on your part), or (2) is 
independently developed by you or by persons who have not had access to 
information disclosed to you pursuant to the terms of this letter.

    3.  This license shall terminate upon the earliest of a) the conclusion
of your evaluation of the Prototype, b) commercial release of the 
Prototype, or c) the written demand of MathWorks.  The terms of this 
agreement regarding the protection and security of the Prototype shall 
remain in full force and effect for so long as you continue to use, 
possess, or have access to the Prototype, including any trade secrets 
embodied or reflected herein.  

    4.  THE PROTOTYPE SHALL BE DELIVERED "AS IS".  THE PROTOTYPE RELIES ON
PRERELEASE, TIME-SENSITIVE, UNSUPPORTED SOFTWARE THAT MAY NOT OPERATE 
CORRECTLY. MATHWORKS MAKES NO REPRESENTATION OR WARRANTIES, EXPRESS OR 
IMPLIED, WITH RESPECT TO THE PROTOTYPE.  IN NO EVENT SHALL MATHWORKS BE 
LIABLE FOR LOSS OF PROFITS, LOSS OF SAVINGS, OR DIRECT, INDIRECT, SPECIAL,
CONSEQUENTIAL, OR INCIDENTAL DAMAGES.

    5.  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 you subject to specific terms and conditions, 
which may be different from or additional to those contained herein for 
MathWorks' components in the Prototype.  You understand and agree that 
acceptance of this Agreement also confirms your 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.  You may also contact MathWorks to 
obtain the current applicable provisions.  Your breach of the applicable 
provisions of any third party's license terms shall also be considered a 
material breach of this Agreement.


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