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                            SOURCE CODE AGREEMENT

                                Version 1.2D

PLEASE  READ THIS  AGREEMENT CAREFULLY. By  accessing and  using the  Source
Code,  you accept this Agreement  in its entirety and agree  to only use the
Source Code in accordance with the following terms and conditions. If you do
not wish to be bound by these terms and conditions, do not access or use the
Source Code.

  1. YOUR REPRESENTATIONS

       1. You represent and warrant that:

            a. If you are an entity, or an individual other than the person
               accepting this Agreement, the person accepting this Agreement
               on your behalf is your legally authorized representative,
               duly authorized to accept agreements of this type on your
               behalf and obligate you to comply with its provisions;

            b. You have read and fully understand this Agreement in its
               entirety;

            c. Your Build Materials are either original or do not include
               any Software obtained under a license that conflicts with the
               obligations contained in this Agreement;

            d. To the best of your knowledge, your Build Materials do not
               infringe or misappropriate the rights of any person or
               entity; and,

            e. You will regularly monitor the Website for any notices.

  2. DEFINITIONS AND INTERPRETATION

       1. For purposes of this Agreement, certain terms have been defined
          below and elsewhere in this Agreement to encompass meanings that
          may differ from, or be in addition to, the normal connotation of
          the defined word.

            a. "Additional Code" means Software in source code form which
               does not contain any

                 i. of the Source Code, or
                ii. derivative work (such term having the same meaning in
                    this Agreement as under U.S. Copyright Law) of the
                    Source Code.

            b. "AT&T Patent Claims" means those claims of patents (i) owned
               by AT&T and (ii) licensable without restriction or
               obligation, which, absent a license, are necessarily and
               unavoidably infringed by the use of the functionality of the
               Source Code.

            c. "Build Materials" means, with reference to a Derived Product,
               the Patch and Additional Code, if any, used in the
               preparation of such Derived Product, together with written
               instructions that describe, in reasonable detail, such
               preparation.

            d. "Derived Product" means a Software Product which is a
               derivative work of the Source Code.

            e. "IPR" means all rights protectable under intellectual
               property law anywhere throughout the world, including rights
               protectable under patent, copyright and trade secret laws,
               but not trademark rights.

            f. "Package" means a computer file containing the exact same
               contents as a computer file from the Website, which will be
               downloaded after accepting, or was opened to access, this
               Agreement.

            g. "Patch" means Software for changing all or any portion of the
               Source Code.

            h. "Proprietary Notice" means the following statement:

               "This  product  contains   certain  software  code  or  other
               information  ("AT&T  Software")  proprietary  to  AT&T  Corp.
               ("AT&T"). The  AT&T Software is provided  to you "AS IS". YOU
               ASSUME  TOTAL RESPONSIBILITY  AND  RISK FOR  USE OF  THE AT&T
               SOFTWARE. AT&T  DOES NOT  MAKE, AND EXPRESSLY  DISCLAIMS, ANY
               EXPRESS  OR  IMPLIED   WARRANTIES  OF  ANY  KIND  WHATSOEVER,
               INCLUDING,  WITHOUT  LIMITATION,  THE  IMPLIED WARRANTIES  OF
               MERCHANTABILITY   OR  FITNESS   FOR  A   PARTICULAR  PURPOSE,
               WARRANTIES OF  TITLE OR NON-INFRINGEMENT  OF ANY INTELLECTUAL
               PROPERTY RIGHTS,  ANY WARRANTIES  ARISING BY USAGE  OF TRADE,
               COURSE OF  DEALING OR COURSE OF  PERFORMANCE, OR ANY WARRANTY
               THAT  THE AT&T  SOFTWARE IS  "ERROR FREE"  OR WILL  MEET YOUR
               REQUIREMENTS.

               Unless  you accept a  license to  use the AT&T  Software, you
               shall not  reverse compile, disassemble  or otherwise reverse
               engineer this  product to  ascertain the source  code for any
               AT&T Software.

               Copyright (c) AT&T Corp. All rights reserved. AT&T is a
               registered trademark of AT&T Corp."

            i. "Software" means, as the context may require, source or
               object code instructions for controlling the operation of a
               central processing unit or computer, and computer files
               containing data or text.

            j. "Software Product" means a collection of computer files
               containing Software in object code form only, which, taken
               together, reasonably comprise a product, regardless of
               whether such product is intended for internal use or
               commercial exploitation. A single computer file can comprise
               a Software Product.

            k. "Source Code" means the Software contained in compressed form
               in the Package.

            l. "Website" means the Internet website having the URL
               http://www.research.att.com/sw/download/. AT&T may change the
               content or URL of the Website, or remove it from the Internet
               altogether.

       2. By way of clarification only, the terms Package, Proprietary
          Notice and Source Code when used in this Agreement shall mean the
          materials and information defined by such terms without any
          change, enhancement, amendment, alteration or modification
          (collectively, "change").

  3. GRANT OF RIGHTS

       1. Subject to third party intellectual property claims, if any, and
          the terms and conditions of this Agreement, AT&T grants to you
          under:

            a. the AT&T Patent Claims and AT&T's copyright rights in the
               Source Code, a non-exclusive, fully paid-up license to:

                 i. Reproduce and distribute the Package;
                ii. Display, perform, use, and compile the Source Code and
                    execute the resultant binary Software on a computer;
               iii. Prepare a Derived Product solely by compiling Additional
                    Code, if any, together with the code resulting from
                    operating a Patch on the Source Code; and,
                iv. Execute on a computer and distribute to others Derived
                    Products,

               except  that, with  respect to  the  AT&T Patent Claims , the
               license rights granted in  clauses (iii) and (iv) above shall
               only extend,  and be  limited, to that  portion of a  Derived
               Product which  is Software compiled from  some portion of the
               Source Code; and,

            b. AT&T's copyright rights in the Source Code, a non-exclusive,
               fully paid-up license to prepare and distribute Patches for
               the Source Code.

       2. Subject to the terms and conditions of this Agreement, you may
          create a hyperlink between an Internet website owned and
          controlled by you and the Website, which hyperlink describes in a
          fair and good faith manner where the Package and Source Code may
          be obtained, provided that, you do not frame the Website or
          otherwise give the false impression that AT&T is somehow
          associated with, or otherwise endorses or sponsors your website.
          Any goodwill associated with such hyperlink shall inure to the
          sole benefit of AT&T. Other than the creation of such hyperlink,
          nothing in this Agreement shall be construed as conferring upon
          you any right to use any reference to AT&T, its trade names,
          trademarks, service marks or any other indicia of origin owned by
          AT&T, or to indicate that your products or services are in any way
          sponsored, approved or endorsed by, or affiliated with, AT&T.

       3. Except as expressly set forth in Section 3.1 above, no other
          rights or licenses under any of AT&T?s IPR are granted or, by
          implication, estoppel or otherwise, conferred. By way of example
          only, no rights or licenses under any of AT&T's patents are
          granted or, by implication, estoppel or otherwise, conferred with
          respect to any portion of a Derived Product which is not Software
          compiled from some portion, without change, of the Source Code.

  4. YOUR OBLIGATIONS

       1. If you distribute Build Materials (including if you are required
          to do so pursuant to this Agreement), you shall ensure that the
          recipient enters into and duly accepts an agreement with you which
          includes the minimum terms set forth in Appendix A (completed to
          indicate you as the LICENSOR) and no other provisions which, in
          AT&T's opinion, conflict with your obligations under, or the
          intent of, this Agreement. The agreement required under this
          Section 4.1 may be in electronic form and may be distributed with
          the Build Materials in a form such that the recipient accepts the
          agreement by using or installing the Build Materials. If any
          Additional Code contained in your Build Materials includes
          Software you obtained under license, the agreement shall also
          include complete details concerning the license and any
          restrictions or obligations associated with such Software.

       2. If you prepare a Patch which you distribute to anyone else you
          shall:

            a. Contact AT&T, as may be provided on the Website or in a text
               file included with the Source Code, and describe for AT&T
               such Patch and provide AT&T with a copy of such Patch as
               directed by AT&T; or,

            b. Where you make your Patch generally available on your
               Internet website, you shall provide AT&T with the URL of your
               website and hereby grant to AT&T a non-exclusive, fully-paid
               up right to create a hyperlink between your website and a
               page associated with the Website.

       3. If you prepare a Derived Product, such product shall conspicuously
          display to users, and any corresponding documentation and license
          agreement shall include as a provision, the Proprietary Notice.

  5. YOUR GRANT OF RIGHTS TO AT&T

       1. You grant to AT&T under any IPR owned or licensable by you which
          in any way relates to your Patches, a non-exclusive, perpetual,
          worldwide, fully paid-up, unrestricted, irrevocable license, along
          with the right to sublicense others, to (a) make, have made, use,
          offer to sell, sell and import any products, services or any
          combination of products or services, and (b) reproduce,
          distribute, prepare derivative works based on, perform, display
          and transmit your Patches in any media whether now known or in the
          future developed.

  6. AS IS CLAUSE / LIMITATION OF LIABILITY

       1. The Source Code and Package are provided to you "AS IS". YOU
          ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THEM
          INCLUDING THE RISK OF ANY DEFECTS OR INACCURACIES THEREIN. AT&T
          DOES NOT MAKE, AND EXPRESSLY DISCLAIMS, ANY EXPRESS OR IMPLIED
          WARRANTIES OF ANY KIND WHATSOEVER, INCLUDING, WITHOUT LIMITATION,
          THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A
          PARTICULAR PURPOSE, WARRANTIES OF TITLE OR NON-INFRINGEMENT OF ANY
          IPR OR TRADEMARK RIGHTS, ANY WARRANTIES ARISING BY USAGE OF TRADE,
          COURSE OF DEALING OR COURSE OF PERFORMANCE, OR ANY WARRANTY THAT
          THE SOURCE CODE OR PACKAGE ARE "ERROR FREE" OR WILL MEET YOUR
          REQUIREMENTS.

       2. IN NO EVENT SHALL AT&T BE LIABLE FOR (a) ANY INCIDENTAL,
          CONSEQUENTIAL, OR INDIRECT DAMAGES (INCLUDING, WITHOUT LIMITATION,
          DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF
          PROGRAMS OR INFORMATION, AND THE LIKE) ARISING OUT OF THE USE OF
          OR INABILITY TO USE THE SOURCE CODE OR PACKAGE, EVEN IF AT&T OR
          ANY OF ITS AUTHORIZED REPRESENTATIVES HAS BEEN ADVISED OF THE
          POSSIBILITY OF SUCH DAMAGES, (b) ANY CLAIM ATTRIBUTABLE TO ERRORS,
          OMISSIONS, OR OTHER INACCURACIES IN THE SOURCE CODE OR PACKAGE, OR
          (c) ANY CLAIM BY ANY THIRD PARTY.

       3. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF
          LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE
          LIMITATIONS MAY NOT APPLY TO YOU. IN THE EVENT THAT APPLICABLE LAW
          DOES NOT ALLOW THE COMPLETE EXCLUSION OR LIMITATION OF LIABILITY
          OF CLAIMS AND DAMAGES AS SET FORTH IN THIS AGREEMENT, AT&T?S
          LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

  7. INDEMNIFICATION

       1. You shall indemnify and hold harmless AT&T, its affiliates and
          authorized representatives against any claims, suits or
          proceedings asserted or commenced by any third party and arising
          out of, or relating to, your use of the Source Code. This
          obligation shall include indemnifying against all damages, losses,
          costs and expenses (including attorneys? fees) incurred by AT&T,
          its affiliates and authorized representatives as a result of any
          such claims, suits or proceedings, including any costs or expenses
          incurred in defending against any such claims, suits, or
          proceedings.

  8. GENERAL

       1. You shall not assert against AT&T, its affiliates or authorized
          representatives any claim for infringement or misappropriation of
          any IPR or trademark rights in any way relating to the Source
          Code, including any such claims relating to any Patches.

       2. In the event that any provision of this Agreement is deemed
          illegal or unenforceable, AT&T may, but is not obligated to, post
          on the Website a new version of this Agreement which, in AT&T's
          opinion, reasonably preserves the intent of this Agreement.

       3. Your rights and license (but not any of your obligations) under
          this Agreement shall terminate automatically in the event that (a)
          notice of a non-frivolous claim by a third party relating to the
          Source Code or Package is posted on the Website, (b) you have
          knowledge of any such claim, (c) any of your representations or
          warranties in Article 1.0 or Section 8.4 are false or inaccurate,
          (d) you exceed the rights and license granted to you or (e) you
          fail to fully comply with any provision of this Agreement. Nothing
          in this provision shall be construed to restrict you, at your
          option and subject to applicable law, from replacing the portion
          of the Source Code that is the subject of a claim by a third party
          with non-infringing code or from independently negotiating for
          necessary rights from the third party.

       4. You acknowledge that the Source Code and Package may be subject to
          U.S. export laws and regulations, and, accordingly, you hereby
          assure AT&T that you will not, directly or indirectly, violate any
          applicable U.S. laws and regulations.

       5. Without limiting any of AT&T?s rights under this Agreement or at
          law or in equity, or otherwise expanding the scope of the license
          and rights granted hereunder, if you fail to perform any of your
          obligations under this Agreement with respect to any of your
          Patches or Derived Products, or if you do any act which exceeds
          the scope of the license and rights granted herein, then such
          Patches, Derived Products and acts are not licensed or otherwise
          authorized under this Agreement and such failure shall also be
          deemed a breach of this Agreement. In addition to all other relief
          available to it for any breach of your obligations under this
          Agreement, AT&T shall be entitled to an injunction requiring you
          to perform such obligations.

       6. This Agreement shall be governed by and construed in accordance
          with the laws of the State of New York, USA, without regard to its
          conflicts of law rules. This Agreement shall be fairly interpreted
          in accordance with its terms and without any strict construction
          in favor of or against either AT&T or you. Any suit or proceeding
          you bring relating to this Agreement shall be brought and
          prosecuted only in New York, New York, USA.
