license.txt

SOFTWARE LICENSE AGREEMENT FOR EVALUATION
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This SOFTWARE EVALUATION LICENSE AGREEMENT (this "Agreement") is a legal
contract between a person who uses or otherwise accesses or installs the
Software ('User(s)'), and Nippon Telegraph and Telephone corporation ("NTT").

READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY BEFORE INSTALLING OR
OTHERWISE ACCESSING OR USING NTT'S PROPRIETARY SOFTWARE ACCOMPANIED BY THIS
AGREEMENT (the "SOFTWARE"). THE SOFTWARE IS COPYRIGHTED AND IT IS LICENSED TO
USER UNDER THIS AGREEMENT, NOT SOLD TO USER. BY INSTALLING OR OTHERWISE
ACCESSING OR USING THE SOFTWARE, USER ACKNOWLEDGES THAT USER HAS READ THIS
AGREEMENT, THAT USER UNDERSTANDS IT, AND THAT USER ACCEPTS AND AGREES TO BE
BOUND BY ITS TERMS. IF AT ANY TIME USER IS NOT WILLING TO BE BOUND BY THE TERMS
OF THIS AGREEMENT, USER SHOULD  TERMINATE THE INSTALLATION PROCESS, IMMEDIATELY
CEASE AND REFRAIN FROM ACCESSING OR USING THE SOFTWARE AND DELETE ANY COPIES
USER MAY HAVE. THIS AGREEMENT REPRESENTS THE ENTIRE AGREEMENT BETWEEN USER AND
NTT CONCERNING THE SOFTWARE.

BACKGROUND
A. NTT is the owner of all rights, including all patent rights, copyrights and
   trade secret rights, in and to the Software and related documentation listed
   in Exhibit A to this Agreement.
B. User wishes to obtain a royalty free license to use the Software to enable
   User to evaluate, and NTT wishes to grant such a license to User, pursuant
   and subject to the terms and conditions of this Agreement.
C. As a condition to NTT's provision of the Software to User, NTT has required
   User to execute this Agreement.

In consideration of these premises, and the mutual promises and conditions in
this Agreement, the parties hereby agree as follows:

1. Grant of Evaluation License.
NTT hereby grants to User, and User hereby accepts, under the terms and
conditions of this Agreement, a royalty free, nontransferable and nonexclusive
license to use the Software internally for the purposes of testing, analyzing,
and evaluating the methods or mechanisms as shown in the research paper
submitted by NTT to a certain academy. User may make a reasonable number of
backup copies of the Software solely for User's internal use pursuant to the
license granted in this Section 1.

2. Shipment and Installation.
NTT will ship or deliver the Software by any method that NTT deems appropriate.
User shall be solely responsible for proper installation of the Software.

3. Term.
This Agreement is effective whichever is earlier (i) upon User's acceptance of
the Agreement, or (ii) upon User's installing, accessing, and using the
Software, even if User has not expressly accepted this Agreement. Without
prejudice to any other rights, NTT may terminate this Agreement without notice
to User (i) if User breaches or fails to comply with any of the limitations or
other requirements described herein, and (ii) if NTT receives a notice from the
academy stating that the research paper would not be published, and in any such
case User agrees that NTT may, in addition to any other remedies it may have at
law or in equity, remotely disable the Software. User may terminate this
Agreement at any time by User's decision to terminate the Agreement to NTT and
ceasing use of the Software. Upon any termination or expiration of this
Agreement for any reason, User agrees to uninstall the Software and either
return to NTT the Software and all copies thereof, or to destroy all such
materials and provide written verification of such destruction to NTT.

4. Proprietary Rights.
(a) The Software is the valuable, confidential, and proprietary property of NTT,
    and NTT shall retain exclusive title to this property both during the term
    and after the termination of this Agreement.  Without limitation, User
    acknowledges that all patent rights, copyrights and trade secret rights in
    the Software shall remain the exclusive property of NTT at all times. User
    shall use not less than reasonable care in safeguarding the confidentiality
    of the Software. 
(b) USER SHALL NOT, IN WHOLE OR IN PART, AT ANY TIME DURING THE TERM OF OR AFTER
    THE TERMINATION OF THIS AGREEMENT: (i) SELL, ASSIGN, LEASE, DISTRIBUTE, OR
    OTHERWISE TRANSFER THE SOFTWARE TO ANY THIRD PARTY; (ii) EXCEPT AS OTHERWISE
    PROVIDED HEREIN, COPY OR REPRODUCE THE SOFTWARE IN ANY MANNER; (iii)
    DISCLOSE THE SOFTWARE TO ANY THIRD PARTY, EXCEPT TO USER'S EMPLOYEES WHO
    REQUIRE ACCESS TO THE SOFTWARE FOR THE PURPOSES OF THIS AGREEMENT; (iv)
    MODIFY, DISASSEMBLE, DECOMPILE, REVERSE ENGINEER OR TRANSLATE THE SOFTWARE;
    OR (v) ALLOW ANY PERSON OR ENTITY TO COMMIT ANY OF THE ACTIONS DESCRIBED IN
    (i) THROUGH (iv) ABOVE.
(c) User shall take appropriate action, by instruction, agreement, or otherwise,
    with respect to its employees permitted under this Agreement to have access
    to the Software to ensure that all of User's obligations under this Section
    4 shall be satisfied.  

5. Indemnity.
User shall defend, indemnify and hold harmless NTT, its agents and employees,
from any loss, damage, or liability arising in connection with User's improper
or unauthorized use of the Software. NTT SHALL HAVE THE SOLE RIGHT TO CONDUCT
DEFEND ANY ACTTION RELATING TO THE SOFTWARE.

6. Disclaimer.
THE SOFTWARE IS LICENSED TO USER "AS IS," WITHOUT ANY TRAINING, MAINTENANCE, OR
SERVICE OBLIGATIONS WHATSOEVER ON THE PART OF NTT. NTT MAKES NO EXPRESS OR
IMPLIED WARRANTIES OF ANY TYPE WHATSOEVER, INCLUDING WITHOUT LIMITATION THE
IMPLIED WARRANTIES OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE AND
OF NON-INFRINGEMENT ON COPYRIGHT OR ANY OTHER RIGHT OF THIRD PARTIES.  USER
ASSUMES ALL RISKS ASSOCIATED WITH ITS USE OF THE SOFTWARE, INCLUDING WITHOUT
LIMITATION RISKS RELATING TO QUALITY, PERFORMANCE, DATA LOSS, AND UTILITY IN A
PRODUCTION ENVIRONMENT. 

7. Limitation of Liability.
IN NO EVENT SHALL NTT BE LIABLE TO USER OR TO ANY THIRD PARTY FOR ANY INDIRECT,
SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO
DAMAGES FOR PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, OR OTHER ECONOMIC
LOSS, ARISING IN CONNECTION WITH USER'S USE OF OR INABILITY TO USE THE SOFTWARE,
IN CONNECTION WITH NTT'S PROVISION OF OR FAILURE TO PROVIDE SERVICES PERTAINING
TO THE SOFTWARE, OR AS A RESULT OF ANY DEFECT IN THE SOFTWARE.  THIS DISCLAIMER
OF LIABILITY SHALL APPLY REGARD¬LESS OF THE FORM OF ACTION THAT MAY BE BROUGHT
AGAINST NTT, WHETHER IN CONTRACT OR TORT, INCLUDING WITHOUT LIMITATION ANY
ACTION FOR NEGLIGENCE.  USER'S SOLE REMEDY IN THE EVENT OF ANY BREACH OF THIS
AGREEMENT BY NTT SHALL BE TERMINATION PURSUANT TO SECTION 3.

8. No Assignment or Sublicense.
Neither this Agreement nor any right or license under this Agreement, nor the
Software, may be sublicensed, assigned, or otherwise transferred by User without
NTT's prior written consent.

9. General.
(a) If any provision, or part of a provision, of this Agreement is or becomes
    illegal, unenforceable, or invalidated, by operation of law or otherwise,
    that provision or part shall to that extent be deemed omitted, and the
    remainder of this Agreement shall remain in full force and effect.
(b) This Agreement is the complete and exclusive statement of the agreement
    between the parties with respect to the subject matter hereof, and
    supersedes all written and oral contracts, proposals, and other
    communications between the parties relating to that subject matter.  
(c) Subject to Section 8, this Agreement shall be binding on, and shall inure to
    the benefit of, the respective successors and assigns of NTT and User.  
(d) If either party to this Agreement initiates a legal action or proceeding to
    enforce or interpret any part of this Agreement, the prevailing party in
    such action shall be entitled to recover, as an element of the costs of such
    action and not as damages, its attorneys' fees and other costs associated
    with such action or proceeding.
(e) This Agreement shall be governed by and interpreted under the laws of Japan,
    without reference to conflicts of law principles. All disputes arising out
    of or in connection with this Agreement shall be finally settled by
    arbitration in Tokyo in accordance with the Commercial Arbitration Rules of
    the Japan Commercial Arbitration Association.  The arbitration shall be
    conducted by three (3) arbitrators and in Japanese. The award rendered by
    the arbitrators shall be final and binding upon the parties. Judgment upon
    the award may be entered in any court having jurisdiction thereof.
(f) NTT shall not be liable to the User or to any third party for any delay or
    failure to perform NTT's obligation set forth under this Agreement due to
    any cause beyond NTT's reasonable control.


EXHIBIT A
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