IMPORTANT - READ CAREFULLY BEFORE USING THE SOFTWARE: This license agreement ("Agreement") for the Dial Analysis Client is a legal agreement between you (whether an individual or an entity, the "Licensee") and MCI WORLDCOM Communications, Inc., a Delaware corporation, and its suppliers and licensors (collectively, "Licensor ") for the Dial Analysis Client.

YOU AGREE THAT YOUR USE OF THE SOFTWARE ACKNOWLEDGES THAT YOU HAVE READ THIS LICENSE AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS.

1. License Grant. Licensor grants to Licensee and Licensee accepts from Licensor a non-exclusive, non-transferable license to use Dial Analysis Client during the term of this Agreement. This license shall continue in perpetuity unless sooner terminated by the provisions of this Agreement.

2. Restrictions on Use; Non-Disclosure. Licensor authorizes Licensee to use Dial Analysis Client on machines that Licensee owns or are under Licensee's control. Licensee acknowledges and agrees that Dial Analysis Client is the confidential and proprietary information of Licensor and that this Agreement grants Licensee no title or right of ownership in Dial Analysis Client. Licensee shall not disclose and shall exercise all reasonable precautions to prevent access to or disclosure of Dial Analysis Client, except to persons whose access to them is necessary for the effective and efficient use of Dial Analysis Client by Licensee. Licensee agrees that violation of this Section 1 shall cause Licensor irreparable harm, and shall be responsible for all damages caused by unauthorized disclosure or copying by persons having access to Dial Analysis Client in the possession of Licensee. Licensee agrees that it will not attempt to duplicate, reproduce, modify, translate, reverse engineer, decompile, disassemble, create derivative works, or in any way misappropriate Dial Analysis Client (including operation of Dial Analysis Client for competitive analysis of Dial Analysis Client or for creation of software with similar functionality), Licensee agrees not to remove or destroy any proprietary markings or proprietary legends placed upon or contained within Dial Analysis Client or any related materials or documentation.

3. Non-Assignability. This license is restricted solely and exclusively to Licensee and may not be assigned, subleased, sub-licensed, sold, offered for sale, disposed of, encumbered or mortgaged without Licensor's prior written permission.

4. Limited Warranty. Licensor warrants its rights to license Dial Analysis Client and agrees to defend, or settle at its option, any action at law against Licensee arising from a claim that Licensee's permitted use of Dial Analysis Client under this Agreement infringes any copyright or other proprietary right of a third party, provided Licensee gives Licensor prompt notice of any such claim within ten (10) days of Licensee's notice thereof and provides reasonable assistance in its defense, with counsel designated by Licensor. Licensor shall control Licensee's defense in any such litigation or settlement proceeding. ALL OTHER WARRANTIES, INCLUDING ANY WARRANTY OF MERCHANTABILITY, TITLE OR FITNESS FOR PARTICULAR PURPOSE, ARE HEREBY EXCLUDED.

5. Limitation of Liability. IN NO EVENT SHALL LICENSOR HAVE ANY LIABILITY TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION ANY DAMAGES CLAIMED FOR LOSS OF INCOME, REVENUE, OR PROFITS OR FOR LOSS OF GOODWILL) ARISING FROM OR RELATED TO THIS AGREEMENT. IN ANY EVENT, LICENSOR'S TOTAL LIABILITY (INCLUDING CLAIMS BASED ON NEGLIGENCE) SHALL BE LIMITED IN THE AGGREGATE TO YOUR DIRECT DAMAGES NOT TO EXCEED TWO HUNDRED AND FIFTY ($250) DOLLARS.

6. Termination. Licensor shall have the right without further obligation or liability to Licensee to terminate this Agreement if Licensee commits any breach of this Agreement, including attempts to misappropriate, tamper with, or misuse Dial Analysis Client. Licensor's termination of this Agreement or repossession of Dial Analysis Client shall be without prejudice to any other remedies that Licensor may lawfully have. Upon termination of this Agreement, the license and all other rights granted hereunder to Licensee shall immediately cease.

7. Limitations on Licensor's Obligations. Any modification or attempted modification of Dial Analysis Client by Licensee or any failure by Licensee to implement improvements and updates to Dial Analysis Client as supplied by Licensor shall void the obligation of Licensor under this Agreement, end this Agreement, and entitled Licensor to seek appropriate legal remedies, unless Licensee has obtained prior written authorization from Licensor permitted such modification, attempted modifications or failure to implement.

8. Entire Agreement; Amendment or Modification. This Agreement constitutes the entire agreement between the parties, and supersedes all prior agreements on the subject matter hereof. Any waiver, amendment or modification of any of the provisions of this Agreement shall not be effective unless made in writing and signed by the parties.

9. Severability; Attorneys' Fees. If any provision of this Agreement or the application of any such provision shall be held by a tribunal of competent jurisdiction to be contrary to law, the remaining provisions of this Agreement shall remain in full force and effect. In the event of litigation between the parties concerning this Agreement, the prevailing party shall be entitled to its reasonable attorneys' fees.

10. U.S. Government Restricted Rights. You are responsible for complying with all trade regulations and laws both foreign and domestic. You acknowledge that none of the Dial Analysis Client or underlying information or technology may be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) Afghanistan, Angola, Cuba, Iraq, Libya, Sudan, North Korea, Iran, and Syria or any other country subject to a U.S. embargo; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Denied Parties List or Entity List. By using the Dial Analysis Client you are agreeing to the foregoing and are representing and warranting that (i) no U.S. federal agency has suspended, revoked, or denied you export privileges, (ii) you are not located in or under the control of a national or resident of any such country or on any such list, and (iii) you will not export or re-export the Dial Analysis Client to any prohibited county, or to any prohibited person, entity, or end-user as specified by U.S. export controls.

11. Export Controls. You are responsible for complying with all trade regulations and laws both foreign and domestic. You acknowledge that none of the Dial Analysis Client or underlying information or technology may be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, Iraq, Libya, Sudan, North Korea, Iran, Syria, Federal Republic of Yugoslavia (Serbia and Montenegro) or any other country subject to a U.S. embargo; or (ii) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Denied Parties List or Entity List. By using the Dial Analysis Client you are agreeing to the foregoing and are representing and warranting that (i) no U.S. federal agency has suspended, revoked, or denied you export privileges, (ii) you are not located in or under the control of a national or resident of any such country or on any such list, and (iii) you will not export or re-export the Dial Analysis Client to any prohibited county, or to any prohibited person, entity, or end-user as specified by U.S. export controls.