                   AT&T GRAPHVIZ BINARY SOFTWARE AGREEMENT

                                 Version 1.0

PLEASE READ  THIS AGREEMENT  CAREFULLY. By accessing and  using the Software
supplied with this Agreement,  you accept this Agreement in its entirety and
agree to  only use the Software  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 Software.

  1. Subject to the terms and conditions of this Agreement, AT&T grants you
     a royalty-free, non-exclusive, non-transferable right to use the
     Software as follows: You may (i) install and execute the Software on a
     computer and (ii) reproduce and distribute the installation program for
     the Software which you downloaded from the AT&T website.

  2. Except as expressly set forth above, no other rights or licenses under
     any of AT&T?s intellectual property are granted or, by implication,
     estoppel or otherwise, conferred. The Software is the sole and
     exclusive property of AT&T, and no ownership interest in the Software
     is transferred to you. You may not assign, transfer or sublicense your
     rights under this Agreement. You shall not de-compile, reverse engineer
     or disassemble any computer programs included with the Software.

  3. AT&T has no obligation to support or maintain the Software and grants
     you this right to use the Software "AS IS". YOU ASSUME TOTAL
     RESPONSIBILITY AND RISK FOR YOUR USE OF THE SOFTWARE. AT&T DOES NOT
     MAKE, AND EXPRESSLY DISCLAIMS, ANY EXPRESS OR IMPLIED WARRANTIES,
     REPRESENTATIONS OR ENDORSEMENTS OF ANY KIND WHATSOEVER, INCLUDING,
     WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR
     FITNESS FOR A PARTICULAR PURPOSE, AND THE WARRANTIES OF TITLE OR
     NON-INFRINGEMENT. IN NO EVENT SHALL AT&T BE LIABLE FOR (i) 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 SOFTWARE, EVEN IF AT&T OR ANY OF ITS AUTHORIZED
     REPRESENTATIVES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES,
     (ii) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES
     IN THE SOFTWARE, OR (iii) ANY CLAIM BY ANY THIRD PARTY. YOU AGREE THAT
     YOUR SOLE REMEDY AGAINST AT&T FOR LOSS OR DAMAGE CAUSED BY ANY DEFECT
     OR FAILURE IN THE SOFTWARE REGARDLESS OF THE FORM OF ACTION, WHETHER IN
     CONTRACT OR TORT, INCLUDING NEGLIGENCE, STRICT LIABILITY OR OTHERWISE,
     SHALL BE THE REPLACEMENT OF THE SOFTWARE. As used in this Paragraph 5,
     "AT&T" includes its affiliated companies and its and their employees,
     directors, officers, agents, representatives, subcontractors, service
     providers and suppliers.

     BECAUSE  SOME  STATES  DO  NOT ALLOW  THE  EXCLUSION  OR LIMITATION  OF
     LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION
     MAY NOT  APPLY TO YOU. IN  SUCH STATES, AT&T?S LIABILITY  IS LIMITED TO
     THE GREATEST EXTENT PERMITTED BY LAW.

  4. You acknowledge that the Software may be subject to U.S. export laws
     and regulations and any use or transfer of such Software must be
     authorized under those regulations.

  5. This Agreement and the rights granted to you shall terminate
     automatically if you fail to comply with any of the terms and
     conditions of this Agreement. Upon termination, you shall destroy all
     copies of the Software .

  6. This Agreement shall be governed by and construed in accordance with
     the laws of the State of New York, USA, applicable to agreements made
     and to be performed wholly therein without regard to its conflicts of
     law rules. You agree that any legal action or proceeding between AT&T
     and you for any purpose concerning this Agreement or the obligations
     hereunder shall be brought exclusively in a federal or state court of
     competent jurisdiction sitting in New York. Any cause of action or
     claim you may have with respect to the Software must be brought within
     one (1) year after the claim or cause of action arises or such claim or
     cause of action is barred. AT&T?s failure to insist upon or enforce
     strict performance of any provision of this Agreement is not a waiver
     of any provision or right.
