NON-EXCLUSIVE BINARY CODE LICENSE AGREEMENT 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 binary code format (the "Program") 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 the Program and Documentation, subject to the terms and restrictions of this Agreement. The Program and Documentation 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 Program or Documentation; and/or (b) the use of the Program or Documentation in any commercial product or service. You may make one copy of the Program for execution on a single computer located in the United States or its territories or any other country to which the Program may be legally exported. You may make one copy of the Program 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 the Program as required to execute the one copy of the Program on the single computer to which you are licensed. This Program is "in use" on a 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 computer. You may make copies of the Documentation as required for your use of the Program. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, YOU AGREE NOT TO USE, COPY, MODIFY OR TRANSFER THE Program OR Documentation OR ANY COPY, IN WHOLE OR IN PART. You agree to use your best efforts to prevent and protect the contents of the Program and Documentation from unauthorized disclosure or use. You agree not to sublicense, assign, delegate, rent, lease or otherwise transfer this license or any of 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 Program and Documentation are and will remain the sole property of Lucent Technologies. The Program 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 Program or Documentation. 3. LIMITATIONS ON USE: You agree not to transfer, sell, rent, lease, publish or otherwise distribute copies of the Program or Documentation to others including individuals internal or external to your own organization. You agree not to modify or translate the Program or Documentation. You agree not to reverse assemble, reverse compile or otherwise attempt to create the source code from the Program. 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 Program 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 Program 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 Program with the functionality of any other software programs, or a combination of hardware systems other than the combination of the Program and the hardware or firmware into which the Program is loaded. 5. FEEDBACK: In return for this license, if you provide Lucent Technologies and its affiliates with any reports on bugs or errors in the Program, or reports on the operation of the Program, or suggested modifications (collectively "Feedback") during the term of this Agreement, Lucent Technologies and its affiliates shall have the right to use such Feedback for any purpose without payment or accounting to you. 6. TERMINATION: This license is effective until terminated. You may terminate this license at any time by destroying the Program, Documentation 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 Program and Documentation in your possession. Your obligations under Sections 3 and 8 herein shall survive and continue after any termination of this Agreement. 7. DISCLAIMER OF WARRANTY/LIMITATION OF REMEDIES: Lucent Technologies has no obligation to support the Program or Documentation it is providing under this license. To the extent permitted under applicable law, Lucent Technologies is LICENSING THE Program and Documentation "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 Program or Documentation. 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. 8. EXPORT CONTROL: You agree not to export the Program or Documentation 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. 9. U.S. GOVERNMENT END USERS: The Program and Documentation 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 Program and Documentation with only those rights set forth in this Agreement. 10. 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. 11. COMMERCIAL LICENSE: For information regarding a commercial license for SwiFT, please contact swift@lucent.com. For information regarding a commercial license for all other software and documentation you have downloaded, please contact Tony Simonetti at (908) 582-4216 or afsimonetti@lucent.com.