NON-EXCLUSIVE SOURCE CODE LICENSE AGREEMENT (for Modex Version 1.0 from 2001)

NOTICE - READ ALL THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT PRIOR TO
DOWNLOADING, INSTALLING AND/OR USING THE SOFTWARE. DOWNLOADING, INSTALLING
AND/OR USING THE SOFTWARE ACCOMPANYING THIS LICENSE INDICATES YOUR ACCEPTANCE
OF THESE TERMS AND CONDITIONS.

1. GRANT OF RIGHT: This software program provided in source code format (the
"Source Code") and any related documentation (the "Documentation") are licensed,
not sold, to you. Lucent Technologies Inc., a Delaware Corporation, having
offices at 600 Mountain Ave., Murray Hill, NJ, 07974, grants you a personal,
non-exclusive and non-transferable right to use and modify the Source Code and
Documentation, subject to the terms and restrictions of this Agreement. You may
modify the Source Code and Documentation to make source code derivative works,
object code derivative works and/or documentation derivative works (collectively
"Derivative Works"). The Source Code, Documentation and Derivative Works
(collectively "Licensed Software") may be used by you, or an organization of
which you are a member or employee, solely for non-commercial, educational,
evaluation and/or personal use on a single computer. "Non-commercial use" means
uses that are not or will not result in (a) the sale, lease or rental of the
Licensed Software; and/or (b) the use of the Licensed Software in any commercial
product or service.

You may make one copy of any single object code derivative work for execution on
a single computer located in the United States or its territories or any other
country to which the Licensed Software may be legally exported. You may make one
copy of any single object code derivative work for archival purposes (including
any additional copies which may be made during the course of a routine backup
procedure of a single computer). You may make and distribute additional copies
of any single object code derivative work as required to execute the one copy of
that single object code derivative work on the single computer to which you are
licensed. The Licensed Software is "in use" on a single computer when it is
loaded into temporary memory (i.e., RAM) or installed into the permanent memory
(e.g., hard drive, CD-ROM or other storage device) of the single computer. You
may make copies of the Documentation as required for your use of the Licensed
Software.

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, YOU AGREE NOT TO USE, COPY,
MODIFY OR TRANSFER THE Licensed Software OR ANY COPY, IN WHOLE OR IN PART. You
agree to use your best efforts to prevent and protect the contents of the
Licensed Software from unauthorized disclosure or use. You agree not to
sublicense, assign, delegate, rent, lease or otherwise transfer this license or
any the related rights or obligations for any reason. Lucent Technologies
reserves all rights not expressly granted to you. NO OTHER LICENSES ARE GRANTED
OR IMPLIED.

2. OWNERSHIP: The Source Code and Documentation are and will remain the sole
property of Lucent Technologies. The Source Code and Documentation are
copyrighted works and protected by copyright law and/or contains proprietary
information protected at law. Lucent Technologies may at any time assign or
transfer all or part of its interests in any rights to the Licensed Software.

You agree to treat any modification or derivative work of the Licensed Software
as if it were part of the Licensed Software itself. In return for this license,
you grant Lucent Technologies and its affiliates a non-exclusive perpetual
paid-up royalty-free license to make, sell, have made, copy, distribute and make
derivative works of any modification or derivative work you make of the Licensed
Software. At Lucent Technologies' request, you will provide Lucent Technologies
with a copy of any modification or derivative work of the Licensed Software.

3. LIMITATIONS ON USE: You agree not to sell, rent, lease, publish or otherwise
transfer or distribute copies of the Licensed Software to others including
individuals internal or external to your own organization. You may transfer
derived or modified portions of the Source Code to other registered licensees.
You agree not to use Lucent Technologies' name or refer to Lucent Technologies
directly or indirectly in any way whatsoever without the prior written approval
of Lucent Technologies. You agree not to release the results of any evaluation
of the Licensed Software to any third party without the prior written approval
of Lucent Technologies.

4. PATENTS: The grant to you specified in Section 1 herein from Lucent
Technologies includes a non-exclusive, non-transferable, personal license under
patents which (i) Lucent Technologies has a right to license and to the extent
it has that right, as of the effective date of this Agreement and (ii) but for
this license are unavoidably infringed by the execution of the inherent
functionality of the Licensed Software in the form furnished. Nothing contained
herein shall be construed as conferring by implication, estoppel or otherwise
any license or right under any existing or later issued patent claim which is
directed to a combination of the functionality of the Licensed Software with the
functionality of any other software programs, or a combination of hardware
systems other than the combination of the Licensed Software and the hardware or
firmware into which the Licensed Software is loaded.

5. TERMINATION: This license is effective until terminated. You may terminate
this license at any time by destroying the Licensed Software and any permitted
archival copies. This license automatically terminates if you fail to comply
with its terms and conditions. Upon termination in any manner, you agree to
destroy all copies of the Licensed Software in your possession. Your obligations
under Sections 3 and 7 herein shall survive and continue after any termination
of this Agreement.

6. DISCLAIMER OF WARRANTY/LIMITATION OF REMEDIES: Lucent Technologies has no
obligation to support the Licensed Software it is providing under this license.
To the extent permitted under applicable law, Lucent Technologies is LICENSING
THE Licensed Software "AS IS", WITH NO EXPRESS OR IMPLIED WARRANTIES OF ANY
KIND, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY
OR FITNESS FOR ANY PARTICULAR PURPOSE OR WARRANTIES AGAINST INFRINGEMENT OF ANY
PROPRIETARY RIGHTS OF A THIRD PARTY. Lucent Technologies WILL NOT BE LIABLE FOR
ANY CONSEQUENTIAL, INCIDENTAL, OR SPECIAL DAMAGES, OR ANY OTHER RELIEF, OR FOR
ANY CLAIM BY ANY THIRD PARTY, ARISING FROM YOUR USE OF THE Licensed Software.
Some States and other jurisdictions do not allow for the exclusion or limitation
of implied warranties so the above exclusions or limitations may not apply to
you. This warranty gives you specific legal rights and you may also have other
rights which vary from State to State.

7. EXPORT CONTROL: You agree not to export the Licensed Software either directly
or indirectly to any foreign country except when such export is authorized by,
and in full compliance with, the laws and regulations of the United States of
America.

8. U.S. GOVERNMENT END USERS: The Licensed Software are "non-commercial items",
as that term is used in 48 C.F.R. 227.7203. Consistent with 48 C.F.R. 227.7203-1
through 227.7203-4, all U.S. Government End Users acquire the Licensed Software
with only those rights set forth in this Agreement.

9. ENTIRE AGREEMENT: This Agreement sets forth the entire agreement and
understanding between the parties pertaining to the subject matter hereof and
merges all prior written or oral discussions between them. This Agreement shall
be construed in accordance with and governed by the laws of the State of New
York, United States of America, excluding the United Nations Convention on
Contracts for the International Sale of Goods.

10. COMMERCIAL LICENSE: For information regarding a commercial
license for this software and related documentation, contact
Paul Fillinich at (732) 949-8662 or pfillinich@lucent.com.
