IMPORTANT - READ CAREFULLY BEFORE USING THE SOFTWARE: This License Agreement for the Software (as defined below) 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, "WorldCom") for the Software.

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. MCI grants you a revocable, limited, non-exclusive, nontransferable, royalty-free license to install and use copies of MCI's Phone Access Lookup Software or MCI Access Manager Software and associated media and printed materials, if any, and any online or electronic documentation relating thereto (collectively, the "Software"), solely for your use. All other rights are reserved to MCI. Licensee shall not rent, lease, sell, sublicense, assign, or otherwise transfer the Software. Licensee shall not reverse engineer, decompile, or disassemble the Software in any way; provided that Licensee is permitted to modify only the setup panel, desktop icon, help-desk panel, installation process, and telephone database of the Software. Licensee shall reproduce and include any notices, including any proprietary notices, copyright notices, and restricted rights legends appearing in the Software when installing, copying, and using the Software as provided herein. Licensee shall cause any person receiving the Software through or from Licensee to agree to the License Terms contained in each copy of the Software before use of the Software by such persons.

2. Disclaimer of Warranty. THE SOFTWARE IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MCI FURTHER DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE SOFTWARE REMAINS WITH LICENSEE.

3. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MCI (OR ITS AFFILIATES, DIRECTORS, OFFICERS, OWNERS, EMPLOYEES, OR AGENTS) BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE, EVEN IF MCI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

4. Indemnification. Licensee shall indemnify and hold MCI (and its affiliates, directors, officers, owners, employees, or agents) harmless against, any losses, claims, damages, or expenses (including attorneys' fees) relating to or arising out of any violation of the terms of this Agreement by Licensee or any person receiving the Software through or from Licensee.

5. Termination. The license granted hereunder may be terminated at any time for any reason by MCI. The license granted hereunder shall terminate automatically, without notice from MCI, if you fail to comply with this License Agreement. Upon such termination: (a) Section 1 of this Agreement shall terminate (except to the extent cross references or definitions are necessary for an understanding of the surviving provisions); (b) the provisions of Sections 2 through 7 of this License Agreement shall survive in perpetuity; and (c) Licensee shall immediately return or destroy or cause to be returned or destroyed (at MCIs option) all copies of the Software including all copies made available by or through Licensee.

6. U.S. Government Restricted Rights. Software is provided with RESTRICTED RIGHTS. Use, duplication or disclosure by the Government is subject to restrictions set forth in subparagraphs (a) through (d) of the Commercial Computer Software--Restricted Rights at FAR 52.227-19 when applicable, or in subparagraph (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013, and in similar clauses in the NASA FAR supplement, as applicable. Manufacturer is MCI, 5000 Britton Road, Hilliard, Ohio 43026.

You are responsible for complying with all trade regulations and laws both foreign and domestic. You acknowledge that none of the Software 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 Software 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 Software to any prohibited county, or to any prohibited person, entity, or end-user as specified by U.S. export controls.

7. Export Controls. You are responsible for complying with all trade regulations and laws both foreign and domestic. You acknowledge that none of the Software 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 Software 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 Software to any prohibited county, or to any prohibited person, entity, or end-user as specified by U.S. export controls.