      Restricted Software License Agreement

Sandia Corporation ("SANDIA"), under its Contract No. DE-AC04-94AL85000
with the United States Department of Energy for the management and
operation of the Sandia National Laboratories, Livermore, California and
Albuquerque, New Mexico, has developed the MATLAB Tensor Toolbox, herein
called "TENSOR TOOLBOX". By downloading this software, the licensee
("YOU") agree to the following terms:

   1. Grants
         1. Subject to the terms and conditions of this Agreement,
            including Attachment A, YOU are granted a nontransferable,
            nonexclusive right and license, without the right to
            sublicense, to: use, modify, and/or make derivative works or
            compilations of the TENSOR TOOLBOX for research and
            evaluation purposes only.
         2. YOU agree that this restricted license does not allow YOU to
            make any proprietary or commercial use of the TENSOR TOOLBOX
            such as but not limited to the copying, distribution,
            displaying, performing, manufacturing, selling, or offering
            for sale of any product or service using the TENSOR TOOLBOX.
         3. YOU agree to give credit to the original authors (Brett W.
            Bader and Tamara G. Kolda) at SANDIA in any work that
            results from using the TENSOR TOOLBOX.
         4. If YOU intend to sell or offer for sale any portion of
            TENSOR TOOLBOX or any modifications, derivative works,
            compilations, products or services of the TENSOR TOOLBOX,
            then YOU must obtain the appropriate license from SANDIA by
            contacting Sandia Software Licensing Manager, Craig A. Smith
            at +1 (925) 294-3358. 
   2. Reproduction and Distribution
         1. YOU agree not to use the TENSOR TOOLBOX except as authorized
            herein, and that YOU will not make, have made, or permit to
            be made, any copies of the TENSOR TOOLBOX, except to be used
            within your own facilities for research and evaluation
            purposes.
         2. YOU agree to have other users download the TENSOR TOOLBOX
            from its distribution web site, currently
            http://www.sandia.gov/~tgkolda/TensorToolbox.
   3. Disclaimer
         1. NEITHER SANDIA, THE UNITED STATES NOR THE UNITED STATES
            DEPARTMENT OF ENERGY, NOR ANY OF THEIR EMPLOYEES MAKES ANY
            WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF
            MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR
            ASSUMES ANY LEGAL LIABILITY OR RESPONSIBILITY FOR THE
            ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY INFORMATION,
            APPARATUS, PRODUCT, OR PROCESS OR REPRESENTS THAT ITS USE
            WOULD NOT INFRINGE PRIVATELY OWNED RIGHTS, OR ASSUMES ANY
            LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES RESULTING
            FROM ITS USE BY ANYONE.
         2. The U.S. Government has a paid-up, nonexclusive, irrevocable
            worldwide license in the TENSOR TOOLBOX to reproduce,
            prepare derivative works, and perform publicly and display
            publicly by or on behalf of the U.S. Government.
         3. The U.S. Government is neither a party to nor assumes
            any liability for activities of the Contractor (SANDIA) in
            connection with this License Agreement. 
   4. Indemnity
         1. Except for negligent acts or omissions of SANDIA, if YOU,
            your assignees or licensees, makes, uses or sells a product,
            process or service that includes the TENSOR TOOLBOX, then
            YOU shall indemnify SANDIA and the U.S. Government for all
            damages, costs, and expenses, including attorneys' fees,
            arising from personal injury or property damage occurring as
            a result of making, using or selling the product or process.
         2. SANDIA warrants that the TENSOR TOOLBOX is an original work
            of authorship owned or controlled by SANDIA.
         3. SANDIA warrants that it has the right to license copyrights
            in the TENSOR TOOLBOX.
   5. Export Control Notice
         1. The export of articles and information from the U.S. may
            require a government license; violators subject to criminal
            penalties.
   6. No Waivers
         1. The failure of SANDIA, at any time, to exercise any right or
            remedy of this Agreement shall not be construed to be a
            waiver of such right or remedy nor preclude SANDIA from
            exercising such right and remedy thereafter.
   7. Controlling Law
         1. This Agreement shall be construed according to the laws of
            the State of California and the United States of America.


      Attachment A

   1. Tensor Toolbox
      TENSOR TOOLBOX is a Sandia Corporation copyrighted software, SCR
      #926, that provides a collection of MATLAB classes for tensor
      manipulations that can be used for fast algorithm prototyping.
   2. License Fees:
      TENSOR TOOLBOX is being offered at no cost under this agreement.
      Commercial distribution licenses for TENSOR TOOLBOX are available
      from Sandia at reasonable rates.

