LUCENT TECHNOLOGIES REMOTE ACCESS BUSINESS UNIT

SOFTWARE LICENSE AGREEMENT


Notice: The Lucent Technologies ("Lucent") proprietary software (the
"Software") that is being made available to you, the individual or
enterprise ("Customer"), by way of this electronic distribution service
via file transfer protocol ("ftp"), is provided in strict accordance
with the following terms and conditions, which are an express condition
of your acceptance and use of this Software. By downloading the
Software, you agree to and accept the following terms and conditions.
If you are not willing to accept and be bound by these terms and
conditions, then you are not authorized to download and may not use the
Software. Your use of the Software is expressly made conditional on
your assent to the terms and conditions contained herein.

1. Software License. Lucent grants to Customer the non-exclusive,
non-transferable  license to use the applicable Lucent and/or third
party ("Supplier") software and accompanying documentation (the
"Software"), whether pre-loaded on the hardware, or acquired at any
time by CD ROM, disk or electronically, as follows: Customer shall have
the right to use, transmit, reproduce and/or copy the Software for the
operation of the Products;  provided however, that: (a) such use of the
Software must be made in conjunction with Lucent Products, and (b)
except for the "Remote Authentication Dial In User Service" ("RADIUS")
server software, which is provided to Customer in source code form, use
of the Software is restricted to machine executable (binary) form.

2. License Restrictions. Except for the RADIUS Software, Customer
agrees that it will not attempt to modify, adapt, create a derivative
work, merge or translate the Software, or reverse engineer, decompile
or disassemble any component of the Products. Customer further agrees
that it will not sublicense, loan, rent, lease, timeshare or assign any
Software provided hereunder, except that Customer may transfer the
Software with the Products to a designated third party, provided that
the assignee agrees to be bound to the terms and conditions contained
in this Agreement as a condition of such assignment.

3. Ownership and Copyright. The Software is proprietary to Lucent or
its Suppliers and protected by copyright, under the United States
copyright laws and certain international treaties. Customer
acknowledges and agrees that, while it shall acquire title to the
hardware, it is acquiring only the right to use the Software as
licensed hereunder, and that all ownership and intellectual property
rights not herein specifically granted to Customer are expressly
reserved by Lucent or its Suppliers.  Customer agrees that it will not
remove, modify or alter any copyright or other proprietary rights
notice contained on the Products, and will faithfully include all such
notices on any copies of the Software that it makes.

4. Limited Warranty/ Exclusive Remedies. Lucent warrants to the benefit
of Customer only, for a term of one (1) year from the date of delivery
of the Products to Customer ("Warranty Term"), that if operated as
directed, and under normal use and service: (i) the hardware and the
Software media shall be free from defects in materials and workmanship,
and (ii) the Software will substantially perform the functions
described in the applicable Product documentation. Lucent does not
warrant that the Products will meet Customer's requirements or will
operate in combinations that Customer may select for use, or that the
operation of the Software will be uninterrupted or error-free, or that
all Software errors will be corrected.

Lucent's sole obligation and liability under this limited warranty
shall be, at Lucent's option, to repair or replace any defective
hardware or Software media component, and/or to remedy any substantial
non-performance of the Software to the functional descriptions set
forth in the applicable Product documentation. If Lucent is unable to
satisfy the foregoing limited warranty obligations during the Warranty
Term, then Lucent shall, upon Customer's written request for
termination of this Agreement and return of the Products, refund to
Customer all sums paid to Lucent for the purchase and licensing of the
Products hereunder. These are Customer's sole and exclusive remedies
for any breach of warranty. This limited warranty gives you specific
legal rights. You may have others, which vary from state-to-state or
country-to-country.

5. Warranty Disclaimer. EXCEPT FOR THE EXPRESS LIMITED WARRANTY SET
FORTH IN SECTION 4 ABOVE, LUCENT AND ITS SUPPLIERS MAKE NO OTHER
EXPRESS WARRANTIES. TO THE EXTENT AUTHORIZED BY APPLICABLE LAW, ALL
OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING
WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, ARE SPECIFICALLY
DISCLAIMED. This disclaimer of warranty constitutes an essential part
of this Agreement.

6. Limitation of Liability. Lucent's cumulative liability to Customer,
or any third party, for loss or damages resulting from any claim,
demand or action arising out of or relating to this Agreement or the
use of Lucent Products ("Damages"), shall not exceed the net amount
paid to Lucent for the purchase and licensing of the Products. IN NO
EVENT SHALL LUCENT OR ANY SUPPLIER BE LIABLE FOR ANY INDIRECT,
INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES OF ANY
CHARACTER, INCLUDING, WITHOUT LIMITATION,  DAMAGES FOR LOST PROFITS,
GOODWILL, WORK STOPPAGE, COMPUTER FAILURE AND ALL OTHER COMMERCIAL
DAMAGES, EVEN IF LUCENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF
LIABILITY FOR SUCH DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO
YOU.

7. U.S. Government Restricted Rights. If the Products are acquired by
or on behalf of  a unit or agency of the United States Government, by
GSA or otherwise, then the Products are provided with RESTRICTED
RIGHTS. Use, duplication or disclosure by the Government is subject to
restrictions set forth in subparagraph (c)(1)(ii) of the Rights in
Technical Data and Computer Software clause at DFARS 252.227-7013, or
in subparagraphs (c)(1) and (2) of the Commercial Computer
Software--Restricted Rights, at 48 CFR 52.227-19, as applicable.
Manufacturer is Lucent Technologies Inc., 4464 Willow Road, Pleasanton,
California  94588. (925) 737-2100.

8. Export Law Assurances. Customer agrees and certifies that the
Products will not be shipped, transferred or re-exported, directly or
indirectly, into any country (or to a national or resident of such
country) prohibited by the United States Export Administration Act and
the regulations promulgated thereunder.

9. Severability. Customer acknowledges and agrees that each provision
of this Agreement that provides for a disclaimer of warranties or an
exclusion or limitation of damages represents an express allocation of
risk, and is part of the consideration of this Agreement. Invalidity of
any particular provision of this Agreement shall not affect the
validity of the remaining provisions hereof.

10. Term. This Agreement shall be effective upon Customer's opening of
the Product packaging and shall continue until terminated. Customer may
terminate at any time by discontinuing use of the Products. This
Agreement will terminate automatically if Customer fails to materially
comply with the terms and conditions contained herein.

11. Integration; Governing Law. This Agreement, and any additional
commercial terms and conditions which may be contained on a Lucent
invoice, represent the entire Agreement between the parties hereto and
supersede any prior or contemporaneous proposal, representation or
understanding. Any conflicting terms contained in any Customer purchase
order or other ordering document shall be of no legal effect. No Lucent
VAR, distributor or sales representative is authorized to make any
modifications, extensions or additions to this Agreement. This
Agreement shall be construed and enforced in accordance with the laws
of the State of California, U.S.A. If the Products are distributed
outside of the U.S.A., then the United Nations Convention on Contracts
for the International Sale of Goods is expressly disclaimed and shall
not apply to the performance or interpretation of this Agreement.