1 EXHIBIT 10.3 SOFTWARE LICENSE AND MAINTENANCE AGREEMENT This Software license and maintenance agreement ("Agreement") is entered into effective as of August 4, 1997 (the "Effective Date") by and between D2 Technologies, Inc., a California...

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EXHIBIT 10.3

SOFTWARE LICENSE AND MAINTENANCE AGREEMENT

This Software license and maintenance agreement ("Agreement") is
entered into effective as of August 4, 1997 (the "Effective Date") by and
between D2 Technologies, Inc., a California corporation with offices at ▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ("D2"), and Summa Four Inc., a Delaware
corporation with offices at ▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇-▇▇▇▇ ("LICENSEE").

WHEREAS, D2 has previously developed certain software and designs
capable of performing certain voice processing functions;

WHEREAS, LICENSEE is developing a product which requires certain
software functions and designs capable of performing certain voice processing
functions;

WHEREAS, D2 desires to license to LICENSEE certain of its software
technology for use in connection with Licensee's products:

WHEREAS, D2 is further willing to provide certain maintenance and
support services to LICENSEE in relation to such software technology;

NOW THEREFORE, in consideration of the mutual promises and covenants
contained herein, the parties agree as follows:

1. DEFINITIONS

1.1 "Licensed Technology" shall mean software licensed to LICENSEE
by D2 as listed in Exhibit A.

1.2 "DSP" shall mean digital signal processing.

1.3 "Runtime License Fee" shall have the meaning set forth in
Article 2.2(iii).

1.4 "Specifications" shall mean D2's specifications of the
Licensed Technology which are attached hereto as Exhibit A.

1.5 "Update" shall mean a new release of a software product which
typically includes bug fixes and/or minor feature changes, but does not include
substantial new functionality.

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1.6 "New Version" in this Agreement shall mean a new release of
Licensed Technology that provides significant performance enhancements,
including new releases of software product optimized for different members of
the same DSP processor family which is based on the same core architecture and
instruction set.

1.7 "Defect" shall mean any failure of Licensed Technology to meet
the Specification as a result of a material failure (including an error or "bug"
that is material) of the Licensed Technology. "Material" is defined as priority
A, B, and C in Article 6.3.

1.8 "Source Code" shall mean all computer programming instructions
relating to a software product in a form readable by humans and typically
prepared by a programmer. Source Code includes associated procedural code,
comments, utilities, tools, notes, data diagrams and related and supporting
technical documentation.

1.9 "Object Code" shall mean software code resulting from the
translation or processing of Source Code by a computer into machine language or
intermediate code, which thus is in a form that would not be convenient to human
understanding of the program logic, but which is appropriate for execution or
interpretation by a computer.

1.10 "Licensed Source Code" shall mean Source Code for Licensed
Technology.

1.11 "Licensee Product" shall mean the product being developed by
LICENSEE as described in Exhibit B, which utilizes Licensed Technology. LICENSEE
shall own all rights, title and interest in Licensee Product. D2 shall have no
rights to Licensee Product.

1.12 "End User" shall mean a person or business entity that
purchases, leases or otherwise properly obtains the right to use or distribute a
Licensee Product directly from LICENSEE or through one or more intermediaries.

2. LICENSED TECHNOLOGY

2.1 Ownership. Subject to the rights granted to LICENSEE in this
Agreement, D2 owns all right, title and interest in and to the Licensed
Technology. Notwithstanding the foregoing, LICENSEE shall retain all right,
title and interest in and to modifications to the Licensed Source Code made by
LICENSEE pursuant to the license in Article 2.2 below, subject always to D2's
ownership rights in the underlying Licensed Technology.

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2.2 License to LICENSEE.

(i) Subject to the terms and conditions of this
Agreement, D2 hereby grants LICENSEE a perpetual non-exclusive, worldwide
license, to use Licensed Technology in Object Code format only as an
incorporated part of the Licensee Product. For this purpose, LICENSEE may also
modify, create derivative works, of and reproduce and have reproduced the
Licensed Technology, and to develop, use, market and distribute (directly or
through third parties) Licensed Technology, or modifications or derivative works
of the Licensed Technology created by or for LICENSEE.

(ii) In consideration for the right to modify,
develop and completely own derivative works of the Licensed Technology set forth
in Article 2.2 (i) above, LICENSEE shall pay D2 a license fee (the "Development
License Fee") as set forth in Exhibit C. Final acceptance testing shall be
completed by the parties according to Article 4 of this Agreement.

(iii) LICENSEE shall pay D2 a license fee
("Runtime License Fee") as set forth in Exhibit C for each copy of the Licensed
Technology that LICENSEE distributes to end users directly or through third
parties for such end-user's use in connection with Licensee's Product. The
Runtime License Fee shall be paid by LICENSEE quarterly for Licensee Products
which have been paid for by Licensee's end-user customer in the prior quarter.
To the extent Licensee accepts returns or is required to provide refunds to its
customers (and to the extent additional Licensee Products are delivered to
customers for warranty or maintenance/support purposes), such circumstances will
either entitle Licensee to obtain a credit against future Runtime License Fees
owed or, in the case of warranty/maintenance or support deliveries, no Runtime
License Fees shall be due at all.

(iv) LICENSEE is also granted a limited
non-transferable non-exclusive license to Licensed Source Code to perform
software maintenance functions according the terms set forth in Article 7 of
this Agreement.

(v) D2 shall provide LICENSEE with master copies
of the Licensed Technology, in Source Code and Object Code format, promptly
after such software has been completed, tested and approved for release by D2
and Licensee. In any event, D2 shall deliver all Licensed Technology completely
tested and approved for performance in accordance with the specifications.

2.3 End User License. LICENSEE shall ensure that all Licensed
Technology distributed by LICENSEE shall be subject to a shrink-wrap agreement
or other end user agreement which contains a provision substantially similar to
the provision set forth in Exhibit D.

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3. ADDITIONAL TECHNOLOGY LICENSE

3.1 New Functions. In the event that LICENSEE requires any
additional functionality or technology substantially different from those set
forth in Exhibit A or otherwise made available by D2 to other Licensees, D2
shall license such additional functionality or technology to LICENSEE at D2's
then best price to its other Licensees. Such additional technology licenses
shall be subject to the same terms of this agreement except for an amendment to
the product specification and price schedule of Exhibits A and C. Any other new
licensing terms shall be negotiated in advance and included in said amendment.

3.2 Different Processors.

(A) "Supported Processors": If D2 offers or plans to
offer all or part of Licensed Technology on a processor ("Supported Processor")
different from the Texas Instruments (TI) TMS320C54x family of processors, D2
shall make available to LICENSEE such new versions of Licensed Technology under
the same terms of this Agreement subject to the license fees as follows:

(i) The development license fees for any part or
all of Licensed Technology for each "Supported Processor" shall be 50% of that
for the TMS320C54x processor family as listed in Exhibit C.

(ii) The per-processor runtime license fees for
any "Supported Processor" shall be the same as that specified in Exhibit C for
the TI TMS320C54x.

(iii) The runtime license fee CAP in exhibit C
shall be cumulative across the TI TMS320C54x, TMS32OC55x, TMS330C6x, and other
TI processors based on the same core processor architecture. For processors
other than the TI processors listed in this Article 3.2A(iii) ("additional
supported processors"), the runtime license fee CAP and buy-out license fee in
Exhibit C shall be increased by 25% for each "additional supported processor."
The CAP for Licensed Technology shall be cumulative across all "Supported
Processors" (including "additional supported processors") utilized by LICENSEE.
If the cumulative inflation index (according to government published Consumer
Price Index) exceeds 25% from the effective date of this Agreement to the time
when D2 makes available Licensed Technology for an "additional supported
processor", D2 and LICENSEE agree to negotiate in good faith reasonable
incremental runtime license fees for Licensed Technology used in such
"additional supported processor.

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(B) "Unsupported Processors". If LICENSEE requires versions of
Licensed Technology on a processor other than the "Supported Processors", D2
agrees to negotiate in good faith with LICENSEE an agreement to develop such a
version of Licensed Technology. Such an agreement shall include appropriate
development license fees and runtime license fees as well as special engineering
service fees.

4. ACCEPTANCE

Upon delivery of the Licensed Technology to Licensee, D2 will have
tested and verified that such Licensed Technology shall perform in accordance
with an acceptance specification agreed to by D2 and LICENSEE. The acceptance
specification shall be completed no later than 90 days after the effective date
of this Agreement and shall be attached to this agreement as Exhibit F. Upon
successful completion of the acceptance testing, LICENSEE shall make the final
"Development License Fee" payment described in Exhibit C LICENSEE shall, within
thirty (30) days after delivery of any Licensed Technology, either accept such
Licensed Technology or reject such Licensed Technology because of nonconformance
with the Specifications. LICENSEE shall provide D2 with written notification of
any rejection of Licensed Technology which explains the basis for such
rejection. If completion of testing is precluded or delayed due to performance
deficiencies, incompatibilities or other Defects in the Licensed Technology, D2
shall immediately and without any additional payment, correct such Defects.. All
corrected versions of the Licensed Technology shall be subject to the acceptance
procedures set forth above in this Article 4.

5. REPORTS, AUDITS

5.1 Reports. Within thirty days after the end of each calendar
quarter during the term of this Agreement, LICENSEE shall provide D2 with
written reports setting forth the number of LICENSEE Products containing the
Licensed Technology that were licensed to end users by LICENSEE in such calendar
quarter as more particularly described in Article 2.2 (iii) above.

5.2 Audits. LICENSEE shall maintain records of its distribution of
Licensee Products containing the Licensed Technology, for a period of one year
after the date on which LICENSEE distributes the Products to which such records
pertain. D2 may audit such records by engaging an independent public audit firm,
approved in advance by Licensee, upon thirty days written notice, provided that
(i) no more than one such audit may be made in any twelve month period, (ii) D2
may only audit LICENSEE's records for a particular time period once, and (iii)
D2 shall be responsible for ensuring that the auditor executes and abides by
LICENSEE's confidentiality agreement.

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6. MAINTENANCE AND SUPPORT

6.1 Maintenance and Support Obligation, Fees. On the date of
expiry of the Warranty period defined in Article 8.3, and on any anniversary of
the expiry date, LICENSEE may in its sole discretion pay D2 a "Maintenance and
Support Fee" according to Exhibit C. In return for payment of such fee, D2 shall
provide LICENSEE with the maintenance and support set forth in this Article 6
for a period of twelve months (the "Contract Year"). In any event, D2 shall
provide support and maintenance services to Licensee during the Warranty period
in breadth and scope which is no less than the support and maintenance services
described in this Article. D2 shall make available to LICENSEE the maintenance
and support services according to the terms of this Article 6 for a minimum of
five years after Acceptance of Licensed Technology.

6.2 Maintenance. Maintenance to be provided by D2 to LICENSEE
shall include without limitation the following services;

(i) D2 shall update and maintain the Licensed
Technology throughout the term of this Agreement. It is intended that D2 shall
release at least 1 Update or New Version release during each 12 month calendar
year. Upon the releases of any Update or New Version of the Licensed Technology
(including manuals), D2 shall promptly notify and deliver to LICENSEE such
Update or New Version.

(ii) D2 will initially deliver to LICENSEE one
(1) copy of any Updates or New Versions to the Licensed Technology and one (1)
set of corresponding manuals for each copy of the Licensed Technology for which
LICENSEE has paid the appropriate development license fees and maintenance fees
pursuant to Exhibit C as soon as such Updates or New Versions and corresponding
manuals become available and shall maintain such Updates or New Versions
throughout this agreement.

6.3 Error Correction. If D2 becomes aware of any Defect in the
Licensed Technology, D2 shall promptly provide LICENSEE with written notice of
such Defect. D2 shall have no obligation to actively monitor the Licensed
Technology for Defects after such software has been accepted by LICENSEE. D2
shall work diligently to promptly correct Defects in accordance with the
following schedule; "days" shall mean calendar days.

ERROR PRIORITY (1) RESPONSE (2) CLOSURE (3)

Emergency (A) 24 hours 7 days

Critical (B) 2 days 14 days

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Non-Critical (C) 30 days Next Update
or
New Version

(1) Priority:

-A- Catastrophic product or module Defects that
do not have a viable detour or work around available.

-B- Defects that have been substantiated as
a serious inconvenience to LICENSEE or an End User. This includes any priority A
Defect for which a viable detour or work around is available.

-C- All other problems that LICENSEE and an End
User can easily avoid for which there is no urgency for a resolution.

(2) Response: Response consists of providing, as
appropriate, one of the following to the LICENSEE: an existing correction; A new
correction; a viable detour or work around; a request for more information to
complete analysis of the problem, or a plan on how the problem will be
corrected.

(3) Closure: Closure consists of providing a final
correction or work around of the problem including an Update and revised or new
Documentation as necessary.

If D2 fails to correct Defects according to the schedule specified in
this Article 6, LICENSEE shall deduct from future runtime license fees, as
specified in Exhibit C, a "late fee" for each day past the deadline in the
schedule of this section. The "late fee" shall equal to 50% (fifty percent) of
the runtime license fees paid to D2 for the previous two calendar quarters
equally divided over 180 (one hundred eighty) days. In the event LICENSEE has
selected the Buy-out option in the runtime license fee schedule of Exhibit C,
then the "late fee" for each day past the deadline shall be 50% (fifty percent)
of the Buy-out fee equally divided over 1095 (one thousand and ninety five)
days; and this "late fee" shall be paid to LICENSEE each calendar month until
the error is corrected either by D2 or LICENSEE.

6.4 Support. D2 will provide the following support to LICENSEE
throughout the Warranty period and for those subsequent years for which support
has been purchased by Licensee:

(i) D2 will assist LICENSEE in determining if
problems encountered by LICENSEE are caused by programming errors in the
Licensed Technology.

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(ii) D2 will answer questions concerning the
installation of Licensed Technology.

(iii) D2 will assist LICENSEE in resolving
LICENSEE's problems, if any, arising from the normal usage of the Licensed
Technology.

(iv) D2 shall appoint a qualified technical staff
as the "Technical Contact" to co-ordinate all support and maintenance services.
The "Technical Contact" shall be available to LICENSEE during D2's normal
business hours; in the event that appointed "Technical Contact" is not
available, a back-up "Technical Contact" shall be temporarily assigned and
LICENSEE shall be notified.

6.5 Notification and Cooperation by LICENSEE. To obtain support
from D2 under this Article 6, LICENSEE shall provide D2 with written notice
which will contain a description of the problem for which LICENSEE is seeking
support. D2 shall have no obligation to correct problems which are due to
modifications to Licensed Technology performed by LICENSEE; provided, that if D2
agrees to correct such problems it shall charge its then current time and
materials rates, which shall be payable by LICENSEE within thirty days after
invoicing by D2. LICENSEE agrees to provide D2 with access to LICENSEE's
equipment and computer systems on a temporary basis and as needed to allow D2 to
reproduce, correct and verify the correction of the problem reported by LICENSEE
or otherwise identified by D2.

7. LIMITED SOURCE CODE LICENSE AND PROTECTION

7.1 Source Code delivery. D2 shall, after acceptance of Licensed
Technology by LICENSEE and within fifteen days after receiving such a request
from LICENSEE deliver a copy of the fully commented Source Code for the then
current version of the Licensed Technology and information needed for compiling
and building the Licensed Technology Object Code to LICENSEE. Thereafter, D2
shall automatically deliver a copy of the fully commented Licensed Source Code
for the then current version of the Licensed Technology within fifteen days
after the release of any Updates or New Versions of the Licensed Technology.

7.2 Source Code Access Conditions. The following events shall
constitute "Source Code Access Conditions": (i) D2's insolvency, general
assignment for the benefit of creditors, or ceasing to do business, or (ii) D2's
failure or inability to meet its warranty, maintenance and support obligations
under Article 6, or its warranty obligations under Article 8.3, within fifteen
days after written notice by LICENSEE to D2 of D2's failure to meet such
obligations, or (iii) termination of this Agreement by LICENSEE pursuant to
Articles 9.3 and 9.4, or (iv) as needed by LICENSEE for fault isolation.

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7.3 Use of Licensed Source Code. After "Source Code Access
Conditions" is met, LICENSEE shall have the right to use, modify, reproduce and
have reproduced Object Code from Licensed Source Code to develop, use, market,
distribute, and to maintain and support the Licensed Technology in the Licensee
Product. LICENSEE shall not have any right to develop new DSP technology or
derivative DSP technology with the Licensed Source Code.

7.4 Confidentiality and security.

(A) General. LICENSEE acknowledges and agrees that the
Licensed Source Code constitutes the confidential and proprietary trade secrets
of D2, and that LICENSEE's protection thereof is essential to this Agreement and
a condition of LICENSEE's use and possession of the Licensed Source Code.
LICENSEE shall retain in strict confidence any and all elements of the Licensed
Source Code and use the Licensed Source Code only as expressly licensed herein.
LICENSEE agrees that it will under no circumstances distribute or in any way
disseminate or disclose the Licensed Source Code to third parties, except as
expressly provided in this Article 7. LICENSEE shall be relieved of this
obligation of confidentiality to the extent that such information was in the
public domain at the time it was disclosed or has become in the public domain
through no fault of LICENSEE.

(B) Security. LICENSEE agrees to use the Licensed Source
Code under carefully controlled conditions for the purposes set forth in this
Agreement, and to inform all employees who are given access to the Licensed
Source Code by LICENSEE that such materials are confidential trade secrets of D2
and are licensed to LICENSEE as such. LICENSEE shall restrict access to the
Licensed Source Code to those employees and Contractors of LICENSEE who have
agreed to be bound by a confidentiality obligation which incorporates the
protections and restrictions substantially as set forth herein, and who have a
need to know in order to carry out the purposes of this Agreement. D2 shall be
made a third party beneficiary of any such agreements, and shall have the right
to directly enforce the terms of those agreements, and of this Agreement,
insofar as such enforcement relates to the Licensed Source Code.

(C) LICENSEE agrees to notify D2 promptly in the event of
any breach of its security under conditions in which it would appear that the
Licensed Source Code were prejudiced or exposed to loss. LICENSEE shall, upon
request of D2, take all other reasonable steps necessary to recover any
compromised trade secrets disclosed to or placed in the possession of LICENSEE
by virtue of this Agreement. The cost of taking such steps shall be borne solely
by LICENSEE.

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(D) Remedies. LICENSEE acknowledges that any breach of
any of its obligations under this Article 7 is likely to cause or threaten
irreparable harm to D2, and accordingly, LICENSEE agrees that in such event, D2
shall be entitled to equitable relief to protect its interest therein, including
but not limited to preliminary and permanent injunctive relief, as well as money
damages.

(E) Hardware.

(i) Two (2) computers, as identified in Exhibit
E, may be used as the Development Computer and Back-up Computer. The Back-up
Computer may be used as the Development Computer during any time when the
Development Computer is inoperative because it is malfunctioning or undergoing
repair, maintenance or other modification.

(ii) LICENSEE may at any time notify D2 in
writing of any changes, such as replacements or additions, that LICENSEE wishes
to make to Development and Back-up Computers for specific Licensed Source Code.
D2 will prepare an amended Exhibit E as required to cover such changes, and such
changes shall become effective after execution of the amended Exhibit E by
LICENSEE.

(iii) Upon request, LICENSEE shall furnish to D2 a
statement, certified by an authorized representative of LICENSEE, listing the
location, type and serial number of all Development and Back-up Computers
hereunder and stating that the use by LICENSEE of the Licensed Source Code
subject to this Agreement has been reviewed and that the Licensed Source Code is
being used solely on the Development Computer (or temporarily on Back-up
Computer) for such Licensed Source Code in full compliance with the provisions
of this Agreement.

(F) Third Party Contractors. LICENSEE may appoint a third
party contractor ("Contractor") to assist the LICENSEE in LICENSEE's
modification of the Licensed Source Code as authorized hereunder; provided that
any such Contractor's access to and use of the Licensed Source Code shall only
be permitted pursuant to a signed written agreement between LICENSEE and such
Contractor giving the Contractor rights no broader than those granted LICENSEE
in this Agreement, but limited to the sole purpose of assisting the LICENSEE,
and including provisions incorporating the additional requirements set forth
below:

(i) Any claim, demand or right of action arising
on behalf of a Contractor from furnishing to it or use by it of Licensed Source
Code shall be solely against LICENSEE, and LICENSEE hereby indemnifies D2
against any such claims.

(ii) Contractor shall agree to the same
responsibilities and obligations and other restrictions pertaining to the use of
Licensed Source Code as those undertaken by LICENSEE under this Agreement.

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(iii) Contractor may not retain any copy of the
Licensed Source Code or any modification or derivative work thereof and, upon
completion of the project for which Contractor was permitted access to the
Licensed Source Code or termination of this Agreement, shall return or destroy
(i) all copies of Licensed Source Code furnished to such Contractor or made by
such Contractor and (ii) all copies of any modifications or derivative works
made by such Contractor based on such Licensed Source Code copies stored in any
computer memory or storage medium, and Contractor's computer shall be removed
from Exhibit E if such computer was listed as a Development Computer. A writing
executed by an officer of Contractor shall be provided to D2 certifying that the
Contractor has returned or destroyed all copies of the Licensed Source Code in
its possession or control.

(iv) Unless Contractor obtains a license for the
Licensed Source Code from D2, Contractor may not acquire any ownership interest
in any modification or derivative work prepared by such Contractor based upon or
using Licensed Source Code licensed to LICENSEE under this Agreement.

(v) Copies of such agreements shall be provided
to D2 on request; provided however, that portions of such agreements not
required by this Article 7 may be deleted from such copies.

8. REPRESENTATIONS AND WARRANTIES

8.1 By Both Parties. D2 warrants that it owns all rights, title,
and interests to Licensed Technology listed as Basic Services in Exhibit A.
LICENSEE and D2 each individually warrants that it (i) has all right, power and
authority necessary to enter into this Agreement and to grant the rights granted
herein; (ii) has obtained all approvals and authorizations that it is required
to obtain in connection with this Agreement; and (iii) has not entered, and will
not enter, into any arrangements or agreements inconsistent with this Agreement.

8.2 Additional D2 Warranties. D2 additionally warrants that it (i)
is not aware of any pending or actual litigation which is likely to have a
material adverse effect on the rights or obligations of LICENSEE under this
Agreement; and (ii) is not aware of any claim or any basis for any claim that
Licensed Technology, or LICENSEE's use of the Licensed Technology as
contemplated herein, will infringe any patents, trade secrets of other
intellectual property rights belonging to any third party.

8.3 Software Warranty. D2 warrants to LICENSEE that the media upon
which the Licensed Technology is delivered to LICENSEE will be free from Defects
in materials and workmanship, and that Licensed Technology shall meet and
perform in accordance with D2's specifications on Exhibit A. D2 shall promptly
correct any

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errors in the Licensed Technology, or failures of the Licensed Technology
according to the terms of Article 6 of this Agreement. D2's warranty and error
correction obligations with respect to any portion of the Licensed Technology
shall extend for a period (the "Warranty period") of one year commencing on
acceptance of such portion of the Licensed Technology by LICENSEE.

8.4 Disclaimer of Other Warranties. THE REPRESENTATIONS AND
WARRANTIES EXPRESSLY SET FORTH IN THIS ARTICLE 8 ARE IN LIEU OF ALL OTHER
WARRANTIES, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATUTORY
OR OTHERWISE. D2 SPECIFICALLY DISCLAIMS ALL WARRANTIES OF MERCHANTABILITY AND
FITNESS FOR A PARTICULAR PURPOSE IN CONNECTION WITH THE LICENSED TECHNOLOGY.

9. TERM AND TERMINATION.

9.1 Term. This Agreement shall become effective on the Effective
Date and shall continue in effect until terminated in accordance with the
provisions of this Article 9.

9.2 For Convenience. LICENSEE may terminate this Agreement upon
ninety (90) days written notice.

9.3 Default. If either party defaults in the performance of any of
its material obligations hereunder and if such default is not corrected within
thirty (30) days after written notice thereof by the other party, then the
nondefaulting party, at its option, may, in addition to any other remedies it
may have, terminate this Agreement by giving written notice of termination to
the defaulting party.

9.4 Survival. Articles 7.2, 7.3,7.4, 8, 9, 10, 11, 12, 13, 14
shall survive any termination or expiration of this Agreement.

10. INDEMNIFICATION

10.1 By D2. D2 agrees to indemnify and hold LICENSEE harmless
against any cost, loss, liability, or expense (including attorney's fees)
arising out of any breach of D2's warranties hereunder, or out of third party
claims against LICENSEE alleging that the Licensed Technology, or LICENSEE's use
or distribution of the Licensed Technology as set forth in this Agreement,
infringes any third party's patent, trade secret, copyright of other
intellectual property right in any country, provided that LICENSEE shall (i)
notify D2 promptly in writing of such claims, and (ii) give D2 sole control of
the defense or settlement of such claims. D2 shall not be liable for any claims
to the extent that such claims arise out of the LICENSEE's unauthorized
modifications of the Licensed Technology, and not out of the Licensed Technology
as delivered by D2 to LICENSEE. If the Licensed Technology, or any part thereof,
is

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adjudicatively determined to be, or in either party's reasonable opinion will
be, the subject of any claim, suit or proceeding for infringement of any third
party's patent, copyright or trade secret in any country, or if the distribution
of use of the Licensed Technology is enjoined, then D2 may, at D2's sole option
and expense, (i) obtain for LICENSEE and its distributors, resellers and
customers the right to distribute or use the Licensed Technology under such
third party patents, trade secrets, copyrights or other intellectual property
rights, or (ii) replace the Licensed Technology with other software of
equivalent or superior functionality, or (iii) suitably modify the Licensed
Technology to avoid such infringement. In the event that D2 is unable to carry
out the options set forth in (i), (ii) and (iii) of the proceeding sentence, at
the option of Licensee D2 may terminate this Agreement and refund all amounts
paid by LICENSEE to D2 hereunder; provided, that such termination shall have no
effect on the rights of end users to use LICENSEE products, incorporating any
Licensed Technology, which were acquired by such end users prior to such
termination.

11. LIMITATION OF LIABILITY

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR LOST
PROFITS OR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR INDIRECT DAMAGES OR SUCH
OTHER PARTY, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, ARISING OUT OF THIS
AGREEMENT. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF
ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN NO EVENT SHALL D2'S LIABILITY
HEREUNDER EXCEED THE TOTAL AMOUNT PAID OR OWED BY LICENSEE TO D2 UNDER THIS
AGREEMENT.

12. CONFIDENTIALITY.

12.1 Confidential Information. As used in this Agreement, the term
"Confidential Information" shall mean any information disclosed by one party to
another pursuant to this Agreement which is marked as confidential or
proprietary, or, if disclosed orally, is designated as confidential at the time
of disclosure and is subsequently reduced to a writing which is marked as
confidential or proprietary and is provided to the receiving party within thirty
(30) days after such oral disclosure.

12.2 Confidentiality. Each party shall treat as confidential all
Confidential Information of the other party, shall not use such Confidential
Information except as set forth herein, and shall use reasonable efforts not to
disclose such Confidential Information disclosed to it by the other party under
this Agreement. Each party shall promptly notify the other party of any actual
or suspected misuse or unauthorized disclosure of such other party's
Confidential Information.

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12.3 Exception. Not withstanding the above, neither party shall
have liability to the other party with regard to any Confidential Information of
such other party which the receiving party can demonstrate:

(i) was in the public domain at the time it was
disclosed or has entered the public domain through no fault of the receiving
party;

(ii) was known to the receiving party, at the
time of disclosure, as demonstrated by files in existence at the time of
disclosure;

(iii) was disclosed with the prior written
approval of the disclosing party;

(iv) was, is presently or may be in the future
independently developed by the receiving party without any use of the
Confidential Information of any other party, as demonstrated by files created at
the time of such independent development;

(v) became known to the receiving party, without
restriction, from a source other than the disclosing party without breach of
this Agreement by the receiving party and otherwise not in violation of the
disclosing party's rights;

(vi) has been disclosed to third parties by the
disclosing party without restrictions similar to those contained in this
Agreement; or

(vii) is disclosed pursuant to the order or
requirement of a court, administrative agency, or other governmental body;
provided, however, that the receiving party shall provide prompt written notice
thereof to the disclosing party to enable the disclosing party to seek a
protective order or otherwise prevent or restrict such disclosure.

12.4 Return of Confidential Information. Upon expiration or
termination of this Agreement each party shall upon request promptly return all
tangible Confidential Information received from the other party.

12.5 Survival of Confidentiality Obligations. This Article 12 will
survive the termination of this Agreement, for any item of Confidential
Information, for five (5) years after the disclosure of such Confidential
Information to the receiving party under this Agreement.

13. CONFIDENTIALITY OF AGREEMENT.

D2 and LICENSEE agree that the terms and conditions of this Agreement
shall be treated as confidential and shall not be disclosed to any third party
without the

Software License D2 Technologies, Inc.
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prior written consent of the other party. Notwithstanding the statements above
in this Article 13, any party may disclose any of the terms and conditions of
this Agreement;

(i) as required by any court of other
governmental body;

(ii) as otherwise required by law (including
without limitation with regard to any registration statement filed by a party
with the Securities and Exchange Commission);

(iii) to legal counsel of the parties;

(iv) in confidence, to accountants, banks, and
financing sources, and other advisors or consultants of the parties;

(v) in connection with the enforcement of this
Agreement or rights under this Agreement;

(vi) in confidence, in connection with an actual
or proposed license, merger, acquisition, or similar transaction;

(vii) which have been previously disclosed in a
joint press release by the parties hereto, or

(viii) in confidence, to a third party to the
extent reasonable necessary to permit the consideration of a bona fide
collaboration which would involve rights, obligations or limitations arising
under this Agreement, provided that such collaboration is not prohibited under
this Agreement.

In the event of any disclosure pursuant to (i) or (ii) above, the
disclosing party shall use all reasonable efforts to obtain confidential
treatment of materials so disclosed. The parties shall in good faith consult
regarding the text of any proposed public announcement regarding this Agreement
or the terms and conditions hereof before such announcement is actually made.
Any press release to be issued in connection with the terms and conditions of
this Agreement must be approved in advance by both parties.

14. EXPORT RESTRICTIONS

LICENSEE's distribution of products incorporating Licensed Technology
shall be subject to all United States laws and regulations governing the license
and delivery of technology and products abroad by persons subject to the
jurisdiction of the United States. LICENSEE shall not export any such products
without first

Software License D2 Technologies, Inc.
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16

obtaining all required licenses and approvals from the appropriate government
agencies.

15. GENERAL

15.1 Governing Law. This Agreement shall be governed by and
interpreted in accordance within the laws of the State of New York without
reference to conflicts of laws provisions.

15.2 Venue. The parties agree that any litigation arising out of
this Agreement shall be brought in the state courts in Delaware.

15.3 Partial Invalidity. If any provision in this Agreement shall
be found or be held to be invalid or unenforceable in any jurisdiction in which
this Agreement is being performed, then the meaning of said provision shall be
construed, to the extent feasible, so as to render the provision enforceable,
and if no feasible interpretation would save such provision, it shall be
severed, solely in such jurisdiction, from the remainder of this Agreement,
which shall remain in full force and effect. In such event, the parties shall
negotiate, in good faith, a substitute, valid and enforceable provision,
effective solely in such jurisdiction, which most nearly effects the parties'
intent in entering into this Agreement.

15.4 Relationship of the Parties. D2 and LICENSEE are independent
contractors under this Agreement. Nothing contained in this Agreement is
intended to, nor is it to be construed so as to, constitute D2 and LICENSEE as
partners or joint ventures with respect to this Agreement. Employees of any
party remain employees of said party and shall at not time be considered agents
of or to be obligated to render a fiduciary duty to the other party.

15.5 Modification. No alteration, amendment, waiver, cancellation
or any other change in any term or condition of this Agreement shall be valid or
binding on any party unless the same shall have been mutually assented to in
writing by both parties.

15.6 Waiver. The failure of any party of enforce at any time any of
the provisions of this Agreement, or the failure to require at any time
performance by the other parties of any of the provisions of this Agreement,
shall in no way be construed to be a present or future waiver of such provision,
nor in any way affect the right of any party to enforce each and every such
provision thereafter. The express waiver by any party of any provision,
condition or requirement of this agreement shall not constitute a waiver of any
future obligation to comply with such provision, condition or requirement.

Software License D2 Technologies, Inc.
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15.7 Assignment. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective successors and
assigns. No party may assign any of its rights, obligations or privileges
(except by operation of law or other corporate reorganization) hereunder without
the prior written consent of the other party, which shall not be unreasonable
withheld, provided, that any party shall have the right to assign its rights,
obligations and privileges hereunder to a successor in business or an acquirer
of all or substantially all of its business or assets to which this Agreement
pertains without obtaining the consent of the other party.

15.8 Notices. Any notice required or permitted to be given by any
party under this Agreement shall be in writing, shall be addressed to the
President of D2, or to the President of LICENSEE, and shall be personally
delivered or set by certified or registered letter, or by telecopy confirmed by
registered or certified letter, to the receiving party at its address first set
forth above, or such new address as may from time to time be supplied hereunder
by the receiving party. Notices will be deemed effective upon receipt.

15.9 Force Majeure. Notwithstanding anything else in this
Agreement, no default, delay or failure to perform on the part of any party
shall be considered a breach of this Agreement if such default, delay or failure
to perform is shown to be due to causes beyond the reasonable control of the
party charged with a default, including, but not limited, causes such as
strikes, lockouts or other labor disputes, riots, civil disturbances, actions or
inactions of governmental authorities or suppliers, epidemics, war, embargoes,
were weather, fire, earthquakes, acts god, acts of the public enemy or nuclear
disasters; provided, that for the duration of such force majeure the party
charged with such default must continue to use all reasonable efforts to
overcome such force majeure.

15.10 Entire Agreement. The terms and conditions contained in this
Agreement constitute the entire agreement between the parties and supersede all
previous agreements and understandings, whether oral or written, between the
parties hereto with respect to the subject matter hereof.

IN WITNESS WHEREOF, the parties hereto have caused this agreement to be
signed by duly authorized officers or representatives as of the date first above
written.

"LICENSEE" D2 TECHNOLOGIES, INC.

--------------------------------- -----------------------------------

BY: /s/ ▇▇▇▇ ▇▇▇▇ BY: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇
----------------------------- -------------------------------

Software License D2 Technologies, Inc.
and Maintenance Agreement August 4, 1997 CONFIDENTIAL

PRINT NAME: ▇▇▇▇ ▇▇▇▇ PRINT NAME: ▇▇▇▇▇ ▇. ▇▇▇▇
--------------------- -----------------------

TITLE: VP Engineering TITLE: President
-------------------------- ------------------------------

Software License D2 Technologies, Inc.
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EXHIBIT A

LICENSED TECHNOLOGY SPECIFICATION

Basic Services:

The Basics Services algorithm group shall include the following list of standard
D2 products with LICENSEE required modifications as specified in the attached
Specification and the Contract for Products and Services, dated August 6, 1997:

DTMF Detection and Removal Algorithm 5007-54A
Universal Tone Detection Algorithm 50030-54A
Multifrequency Tone Detection Algorithm 50028-54A
Tone Generation Algorithm 50015-54A
Voice Activity Detection and AGC 50013-54A

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Exhibit A continued.

Detailed Signal Processing Algorithm Specification

A.1 HDLC Communications

Not included as Licensed Technology.

A.2 Voice Activity Detection

Voice Activity Detection (VAD) detects voice activity, adapts to background
ambient or line noise as well as the presence of echo, classifies voice activity
as "early" versus "sustained", and assigns an "effort level" to the speaker that
is independent of network loss.

This module is used to detect voice activity in the CP Detect state.

A.2.1 Functional requirements:

The Voice Activity Detector discriminates voice activity generated by a caller
from background noise (acoustic and line noise) as well as echo and sidetones
reflected back to the receive voice path. It also provides an "effort level"
quantity that indicates the level of effort of the caller. The functional and
performance requirements are specified to cover a wide range of applications,
such as voice activated recordings (as in voice messaging), outbound call
classification, digital speech interpolation (DSI), and voice conferencing.

1. The Voice Activity Detector classifies every block of voice data (8 ▇▇
▇▇▇▇) as "port active" (early detect), "speaker active" (port
sustained), and "not active".

2. It provides a measurement that approximates the level of effort exerted
by the caller. Such an approximation is made by normalizing the short
term RMS of the voice signal by a longer term RMS value. The "effort
level" varies between -32 dB and 31 dB, and is at 0 dB when the speaker
is speaking at his/her "normal" level.

3. The Voice Activity Detector adapts to background noise up to -24 dBm.
Adaptation is 200 ms when the noise level drops, and is approximately
1000 ms when noise rises.

4. The Voice Activity Detector screens out sidetone or echo as speech up
to an ERL of -26 dB.

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21

A.2.2 Performance Requirements:

The accuracy of the voice Activity detector is measured by the rate of "false
detection" (i.e. classifying noise or echo as voice activity) and "clipping"
(i.e. classifying voice activity as noise or echo) under different ambient noise
and echo conditions. "Port active" detection under different ambient noise
conditions:

1. No perceptible clipping at quiet to modest noise levels of -50 dBm to
-40 dBm with nominal levels of speech activity (-20 dBm average power
over 2 seconds of speech). No more than 5% of voice onsets is clipped
for noisy conditions (noise level from -40 dBm to -30 dBm).

2. No more than 1% of "silence" periods is detected as speech for the
modest noise condition. No more than 2% of "silence" is detected as
port active for noisy conditions.

3. The performance goals above is met when noise levels change during the
test.

"Speaker active" detection under different ambient noise conditions:

1. Speech activity that lasts more than tSUSTAIN is detected as
"Sustained" or "Speaker Active".

2. The clipping requirements is better than "Port Activity" detection.
Fewer than 0.5% of onsets/hour (2.5 per hour) for modest noise
condition (-45 dBm) and fewer than 2% (10 per hour) for high noise
condition (-35 dBm) have perceptible clipping.

3. False detection performance (i.e., detecting noise as "speaker active")
exceeds those of "port activity" due to tSUSTAIN criteria. No more than
1% (36 seconds per hour) of noise segments is misclassified as
"sustained" for modest noise conditions, and no more than 2% (72
seconds per hour) of "silence" is detected as port active for noisy
conditions.

"Port active" and "Speaker active" detection in the presence of echo:

1. Less than 1% of residual echo is detected as "port active" - (i.e. 36
sec. per hour) during normal operation of canceller.

2. Less than 0.1 % (i.e. 3.6 sec per hour) of residual echo is detected as
"speaker active" or "port sustained" during normal operation of
canceller.

3. Clipping of input speech in the presence of echo is no higher than
clipping in the presence of modest to high level of noise.

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A.3 DTMF Detection

A.3.1 Functional requirements:

Table A-1 specifies the nominal frequencies for the DTMF digits that must be
detected.

--------------------------------------------------------------
Nominal High Group Frequencies (Hz)
1209 1336 1477 1633
--------------------------------------------------------------
Nominal 697 1 2 3 A
Low Group 770 4 5 6 B
Frequencies 852 7 8 9 C
(Hz) 941 * 0 # D
--------------------------------------------------------------

Table A-1: Nominal DTMF Frequencies

1. Detect the presence of all 16 DTMF digits that are produced by
different phones on the market under a broad range of network
conditions.

2. DTMF digit information is provided as soon as the minimum duration is
met. This information is called leading edge detection. This allows the
earliest possible response to the digit, such as stopping voice output.

3. The trailing edge of a DTMF digit must be detected. This allows the
system to delay any response (such as playing out voice) to the digit
until the user has released the DTMF key. The criteria selected for
trailing edge detection will debounce DTMF digits.

4. The DSP reports leading and trailing edge in the 8 ms block that they
are detected. DTMF events are not buffered.

A.3.2 Performance requirements:

Table A-2 consists of performance requirements taken from EIA-464A and Bellcore
TR-TSY-000181. Also shown is D2's DTMF performance requirements, which is a
superset of the EIA and Bellcore requirements.

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--------------------------------------------------------------------------------------------------------------------
Requirement
--------------------------------------------------------------------------------------------------------------------
Characteristic Bellcore EIA/TIA-464A D2
--------------------------------------------------------------------------------------------------------------------

Frequency Deviation +/-1.5% must accept; +/-1.5% must accept; Configurable choice of
+/-3.5% must reject +/-3.5% must reject four sets of must
accept/must reject:
+/-2.0% accept to +/-3.0%
reject; +/-2.5% accept to
+/-3.5% reject; +/-3.0%
accept to +/-4.0% reject;
+/-3.5% accept to +/-4.5%
reject.
--------------------------------------------------------------------------------------------------------------------
Minimum Tone 40 ms must accept; 23 40 ms must accept Configurable from 24
Duration ms must reject to 80 ms
--------------------------------------------------------------------------------------------------------------------
Minimum Interdigital 40 ms 40 ms Configurable from 24
Interval to 80 ms
--------------------------------------------------------------------------------------------------------------------
Minimum Cycle Time 93 ms 93 ms Configurable from 48
to 160 ms
--------------------------------------------------------------------------------------------------------------------
Accept Levels 0 to -36 dBm must 0 to -25 dBm must 0 dBm to configurable
accept, -55 dBm must accept minimum (-25 to -45
reject dBm range)
--------------------------------------------------------------------------------------------------------------------
Twist (ratio of high -8 to +4 dB -8 to +4 dB Separately
group power to low) configurable positive
and negative twists:
+/- 4, 6, 8, 10, and 12 dB
--------------------------------------------------------------------------------------------------------------------
Bellcore talkoff tape Fewer than 670 total - Fewer than 20 talkoffs
talkoffs; fewer than (with default
330 talkoffs of digits 0- configuration of 2.5%
9; fewer than 170 to 3.5% frequency
talkoffs of signals * deviation; 40 msec min
and #. tone duration; +/- 8 dB
twists; -45 dBm min
accept level)
--------------------------------------------------------------------------------------------------------------------
Mitel talkoff tape - - 0 talkoffs (with default
configuration)
--------------------------------------------------------------------------------------------------------------------
SNR 23 dB 15 dB 15 dB
--------------------------------------------------------------------------------------------------------------------
Impulse Noise Fewer than 14 missed Fewer than 10 errors Pass both Bellcore and
or split digits in in 10,000 tones for EIA EIA/TIA-464A
Bellcore Impulse Noise test #1; fewer than 500 impulse noise
Tape No. 201 errors in 10,000 tones requirements
for test #2
--------------------------------------------------------------------------------------------------------------------

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Echo 16 dB Signal-to-Echo 10 dB Signal-to-Echo Pass both Bellcore and
ratio at 20 ms; 24 dB at ratio at 20 ms EIA/TIA-464A echo
45 ms requirements
-------------------------------------------------------------------------------------------------------------------
Dial Tone DTMF Detection in the DTMF Detection in the Pass both Bellcore and
presence of dial tone presence of dial tone EIA/TIA-464A
at -15 dBm per dial at -16 dBm per dial requirements for
tone frequency tone frequency detection of DTMF
digits in the presence
of dial tone
-------------------------------------------------------------------------------------------------------------------

TABLE A-2: DTMF Performance Requirements

Other performance requirements:

1. A leading edge of DTMF digit is signaled during the block in which the
minimum duration is met, and the trailing edge is signaled during the
block in which the minimum debounce interval is met.

2. Talk-down: DTMF detection must work reliably in the presence of echo
(for the maximum allowable output voice level) and with varying levels
of DTMF signals (due to network loss). D2's DTMF detector combined with
the echo must meet the performance requirements of Figure A-I in the
presence echo generated by playing pause-removed voice (male and
female) at - 18 dBm ASL (averaged over 3 seconds) over a telephone
circuit with 15 dB echo return loss (ERL).

INSERT GRAPH

Figure A-1: DTMF Talk-down Acceptance Curve

3. Debounce test: Long tones (generated by "hard" key presses) must not be
detected as multiple tones in the presence of echo interference or line
noise. Combined with the echo canceller, the DTMF detector is required
to reliably "debounce" all DTMF digits above -18 dBm in the presence of
voice levels below -15 dBm (ASL) and a telephone circuit with echo
return loss (ERL) of 15 dB.

Software License D2 Technologies, Inc.
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4. Double-talk talk-off: Many voice processing hardware or semiconductor
manufacturers significantly degrade the "talk-off' performance of their
detector in the presence of voice echo or sidetone to achieve a high
level of talk-down performance. This strategy is acceptable in a pure
digit-in-voice-out scenario, but for voice conferencing or voice
recognition applications, voice could be present in the both the
transmit and receive path. In such cases, the DTMF detector must be
very robust against "talk-off" in double-talk situations. The talk-off
requirements for D2's DTMF detector under double-talk is fewer than 66
talkoffs for the Bellcore talk-off tape.

A.4 Tone Generation

The tone generation module can be programmed to generate any single, dual or
amplitude modulated tone required to meet international telecommunications
specifications. This functionality is provided by the GENF module, which
produces the sum or product of two independently generated sine waves as its
output. Each sine wave can be individually parameterized.

A.4.l Functional requirements:

The GENF module is designed to generate a wide range of DTMF, Call Progress
Signals, MF Rl/R2, and miscellaneous tones. In order to meet or exceed
international telecommunication specifications, GENF must meet or exceed the
following functional requirements.

1. Independent arguments shall be supplied for each frequency for dual
tones that GENF generates. Single tones are generated by specifying
that one of the dual tone's frequencies is 0 Hz.

2. Independent arguments shall be supplied for the carrier and modulation
frequencies for amplitude modulated tones that GENF generates.

3. Arguments shall be supplied that allow the frequency of a tone to be
set in the range of 0 to 4000 Hz in 1 Hz units.

4. Arguments shall be supplied that allow the output power to be set in
the range of +3 to -50 dBm in 0.5 dB steps.

5. Arguments shall be supplied that allow an amplitude modulated tone's
modulation percentage to be set in the range of 0 to 300% in 1% units.

6. The tone duration (make time) shall be specified in 1 ms units. Tone
durations shall be specified in the range of 0 to 8191 ms.

Software License D2 Technologies, Inc.
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7. An unlimited tone duration shall be specified by setting the make
duration to -1.

8. The silence duration between tones (break time) shall be specified in 1
ms units. Silence durations shall be specified in the range of 0 to
8191 ms.

9. An unlimited silence duration shall be specified by setting the make
duration to -1 and setting both frequencies of a dual tone to 0 Hz.

10. The GENF module shall allow tones to be generated that meet or exceed
EIA/TIA-464 requirement for DTMF and call progress tone generation.

11. The GENF module shall allow tones to be generated that meet or exceed
CCITT Blue Book Volume VI Fascicle VI.4 recommendations Q.310-Q.490
requirements for MF R1 and R2 tone generation.

12. The GENF module shall generate tones with one to three unique cadence
pairs (on/off pairs).

A.4.2 Performance Requirements

1. Frequency accuracy shall exceed 1 Hz.
2. Level accuracy shall exceed 0.5 dB.
3. Timing information shall exceed 1 ms accuracy.

A.5 Universal Tone Detector

A.5.l Overview

The Universal Tone Detector (UTD) is a high configurable tone detector. By
changing parameters, this algorithm can classify a wide range of single and dual
tone call progress signals generated in a wide variety of countries.

A.5.2 General

Since different tones need different detection heuristics, and tones may have
multiple specifications, each tone is tagged with a tone category identifier.

Software License D2 Technologies, Inc.
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-----------------------------------------------
Tone Category Call Progress Signal
-----------------------------------------------
1 Modem
2 FAX CNG
3 Audible Ringback
4 Busy
5 Reorder or Congestion
6 Number Unobtainable
7 SIT
8 Dial tone
9 Unknown Tone
-----------------------------------------------

Table A-3: Tone Categories

In addition to specifying a tone category, the parameters include a value that
is returned to the application when the tone is detected. This parameter need
not be unique. This allows multiple specifications to report the same tone event
to the application. UTD is table driven. Using this approach, the tone detector
searches parameter tables for a matching tone. When a tone matches, the tone
code determines the heuristics necessary to completely classify the tone. Also,
the tones must be specified in a way that a set of parameters corresponds to
either a single tone, a dual tone, or an amplitude modulated tone.

---------------------------------
Code Tone Type
---------------------------------
0 Single Tone
1 Dual Tone
2 Modulated Tone
---------------------------------

Table A-4: Call Progress Tone Types

A.5.3 General Functional Requirements

UTD functionally combines a single tone detector and a dual/modulated tone
detector into a single module. UTD combines the results of these detectors into
a single result. UTD has the following requirements.

1. The DSP shall indicate that the first ringback has started after at
least 400 ms of ringback like signal has been processed, as long as no
other tone type is early detected. If more than one type of tone is
early detected, the first ringback reporting shall be delayed until
either cadence information disqualifies the other types, or tone
precedence is used as a 'tie-breaker'.

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2. The DSP shall indicate ringback has stopped when ringback is no longer
detected.

3. The DSP shall indicate a busy tone has been detected after the
requisite number of make and break intervals have been processed, and
no other tone category is still a candidate for detection.

4. The DSP shall indicate a reorder tone has been detected after the
requisite number of make and break intervals have been processed, and
no other tone category is still a candidate for detection.

5. The DSP shall indicate a number unobtainable tone has been detected
after the requisite number of make and break intervals have been
processed, and no other tone category is still a candidate for
detection.

6. In the event that more than one tone is a candidate for detection,
detection is delayed until all characteristics that may disqualify any
of the candidates are tested (for example, waiting for multiple cadence
pairs to occur). If there is still more than one potential tone after
all differentiating features have been exhausted, then the tone with
the highest precedence is detected. Also, if the tone ceases prior to
singling out one candidate tone, then the tone with the highest
precedence is detected. Precedence is shown in Table A-3.

7. The DSP shall supply an early detect flag. This flag shall be valid
after the detector has processed no more than 72 ms of a tone. If more
than one tone category is early detected, then the early detect flag
shall indicate the tone category with the highest precedence.

8. The DSP shall indicate that a modem has been detected if a single tone
falls within the specified frequencies for modem tones, the minimum
make interval has been exceeded while the average tone power is in
excess of the minimum power requirement, and no other tone category is
still a candidate for detection.

9. The DSP shall indicate that a FAX CNG tone has been detected if a
single tone falls within the specified frequencies for a CNG tone, the
requisite number of on/off cadences have been processed, and no other
tone category is still a candidate for detection.

10. The DSP shall indicate that a SIT tone has been detected if at least
two of the three segments of possible SIT tones have been detected for
at least the minimum interval in excess of the minimum power
requirement.

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11. The DSP shall indicate that an Unknown tone has been detected when it
has been determined that a tone has been detected that falls within the
specified frequencies for an Unknown tone, the minimum duration has
been exceeded, and the tone does not match and other category tones.

A.5.3.1 TONE DETECTOR PERFORMANCE REQUIREMENTS

A.5.3.1.1 Single Tones

There are four types of parameters that shall be used to control single tone
detection. The variation of each parameter shall be limited by the constraints
listed in Table A-5.

------------------------------
Minimum Maximum
--------------------------------------------------------------
Frequency 300 Hz 3300 Hz
--------------------------------------------------------------
Bandwidth 0 Hz 1800 Hz
--------------------------------------------------------------
Duration 100 msec 32760 msec
--------------------------------------------------------------
Minimum Power Level -45 dBm 3 dBm
--------------------------------------------------------------

Table A-5: Single Tone Detection Constraints

The frequency detection range shall be specified the Frequency and Bandwidth
parameters. Figure A-2 shows the relationship of these parameters. Note that the
bandwidth specification is symmetric about the center frequency. The Frequency
and Bandwidth parameters define a "must detect" range. The detector shall not
use frequency criteria to reject any tones which are within the range specified
Frequency/Bandwidth parameters. Tones whose frequencies are outside but close to
frequency range may be detected.

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INSERT GRAPH

Figure A-2: Frequency Domain Representation of tone parameters for a
Single Tone

If the Power Level of the detected parameter is greater than the minimum power
specified by the parameters, the signal shall not be rejected by Power Level
heuristics. Duration parameters are used to set the allowable duration of a
tone. Minimum and maximum tone durations may be specified (make durations).
Also, minimum and maximum silence durations between tones may be specified.

A.5.3.1.2 Dual Tones

Dual tones are created by summing two sinusoids. Since each tone can be isolated
in the frequency domain, dual tones are specified as a pair of single tones.
Parameters for each tone of a dual pair use the same constraints as single
tones. Namely, frequency1 is the center frequency of the lower tone, and
bandwidth1 specifies its frequency tolerance. The same is true for frequency2
and bandwidth2 for the high tone. Figure A-3 shows the definition of the
frequency and bandwidth parameters for a dual tone.

INSERT GRAPH

Figure A-3: Frequency Domain Representation of Tone Parameters for a Dual Tone

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Not all dual tones are detectable by UTD. A dual tone shall detected only when
the difference between the two component frequencies is greater than 10 Hz and
less than 230Hz.

A.5.3.1.3 Amplitude Modulated Tones

Amplitude modulated tones are created by multiplying two sinusoids. When
analyzed in the frequency domain, a modulated tone looks like three tones.
Figure A-4 shows the frequency spectrum for a modulated tone.

The tone whose frequency is the average of the other tones is the carrier. The
other two tones can be referred to as side lobes. For amplitude modulated tones,
frequencyl and bandwidth1 specify the low sidelobe and its tolerance, while
frequency2 and bandwidth2 specify the high sidelobe and its tolerance.

INSERT GRAPH

Figure A-4: Frequency Domain Representation of Tone Parameters
for an Amplitude Modulated Tone

As with dual tones, not all modulated tones will be detected by UTD. Modulated
tones shall be detected if the difference between the carrier frequency and the
sidelobes is between 10 Hz and 230 Hz.

A.5.3.l.4 Precedence

By assigning a detection precedence to the classification process, tone
frequency ranges can overlap. When a tone's parameters fall into a range shared
by two or more signals, the signal is classified as the one with the highest
precedence.

Software License D2 Technologies, Inc.
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-------------------------------------------
Precedence Call Progress Signal
-------------------------------------------
1 Modem
2 FAX CNG
3 Audible Ringback
4 Busy
5 Reorder or Congestion
6 Number Unobtainable
7 SIT
8 Dial Tone
9 Unknown Tone
-------------------------------------------

Table A-6: Tone Detection Precedence

Table A-6 shows the precedence of typical tones that the UTD module detects.
Modem signals have the highest precedence, and Unknown tones have the lowest.
Therefore, the frequency range of unknown tones can safely overlap the other
tone ranges without causing tones to be misclassified. If the range for Unknown
tones is allowed to be the maximum range allowed by the detector, any detected
tone that is unclassified would be designated as Unknown.

A.5.3.1.5 North American Call Progress Signal Detection

Functional Requirements:

The tables below specify the frequencies, power levels, and cadence of the
Bellcore and EIA-464A call progress tones.

--------------------------------------------------------------------------------
Frequency (Hz) Power Level (dBm)
--------------------------------------------------------------------------------
Name 350 440 480 620 Per Frequency Combined
--------------------------------------------------------------------------------
Audible Ring X X -22.5 +/- 1.5
--------------------------------------------------------------------------------
Busy X X -27 +/- 1.5
--------------------------------------------------------------------------------
Dial Tone X X -17.5 to -15 -13 to -14.5
--------------------------------------------------------------------------------
Intercept X X -20 +/- 1.5
--------------------------------------------------------------------------------
Reorder X X -27 +/- 1.5
--------------------------------------------------------------------------------

Table A-7: Call Progress Tone Frequency and Power Requirements

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-------------------------------------------------------------------------------
Audible ring (ring- repetition of the tone on for 0.8 to 2.2 seconds, and
back) off for 2.7 to 4.4 seconds
-------------------------------------------------------------------------------
Busy repetition of the tone on for 0.5+/-0.05 seconds, and
off for 0.5 +/-0.05 seconds
-------------------------------------------------------------------------------
Dial steady uninterrupted
-------------------------------------------------------------------------------
Intercept repetition of an alternating sequence, of the two
frequencies each being on for 0.16 to 0.30 seconds
with a total cycle time of 0.5 +/-0.05 seconds
-------------------------------------------------------------------------------
Reorder (fast busy) repetition of the tone on for 0.25+/-0.025 seconds,
and off for 0.25+/-0.025 seconds
-------------------------------------------------------------------------------

Table A-8: Call Progress Tone Cadence

Performance Requirements:

1. Frequency Deviation: Even though the generator is required to meet a
frequency tolerance per tone of +/-0.5%, the detector needs to allow
for a wider frequency tolerance due to variations in generators and
line distortions. The CP detector detects all tones whose component
frequencies deviate less than 1% from nominal.

2. Twist: The CP detector detects all tones whose twist is less than +/-4
dB.

3. Dynamic Range: The CP detector exhibits a minimum dynamic range of
25 dB.

4. Cadence: The CP detector must detect call progress tones whose cadence
is within +/-10%.

5. Talkoff: The CP detector makes no false detections in 12 hours of
testing with voice at -15 to -18 dBm ASL.

A.5.3.1.6 FAX CNG Tone Detection

The standard connection protocol for automatic connection of a FAX modem
requires that the calling FAX modem generate a calling tone (CNG). Hence for
incoming calls, the EVP software has to detect a CNG signal. When CNG is
detected, EVP alerts the Core Processor to redirect the call to a FAX machine or
a FAX modem embedded within the call processing system.

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Functional Requirements:

Detect the presence of the FAX calling tone (CNG). A CNG signal is defined as
follows.

INSERT GRAPH

Figure A-5: Fax calling tone (CNG)

a) The CNG tone is within 38 Hz of nominal frequency.

b) The timing tolerance of a CNG tone is +/-15%.

c) The power of a CNG tone is between 0 and -43 dBm.

Performance Requirements:

1. The detector does not miss any CNG signals on a prerecorded tape
containing 50 CNG tone samples collected from S different FAX machines.

2. The detector does not miss any CNG signals from the same FAX machines
connected to a local CO with a noise level of less than -45 dBm.

3. The detector misses less than 0.5% of CNG signals (generated at -10
dBm) when compressed voice is output at a level of-15 dBm or less
(average over 3 seconds) into a network whose ERL is greater than 15
dB.

4. The detector does not falsely detect more than 1 CNG tone per 5 hours
of voice (based on Bellcore recorded talk radio voice tapes.)

A.5.3.1.7 Modem Tone Specification

All answering modems that conform to the ITU V.25 answering sequence present a
2100 Hz tone 1.8 to 2.5 seconds after answering the telephone line. Figure A-6
and Figure A-7 show the timing of the answering tone (ANS). In Figure A-6, the
2100 Hz

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tone reverses phase every [tau] intervals. These phase reversals disconnect echo
cancellers and echo suppressors from the network. According to ITU G.164, phase
reversal shall be accomplished such that the phase is within 180 +/-10 degrees
in 1 ms and that the amplitude of the 2100 Hz tone is not more than 3 dB below
its steady state value for more than 400 musec.

INSERT GRAPH

Figure A-6: Timing for Answering Modem with Phase Reversal

A timing diagram for an answering modem without phase reversal is shown in
Figure ▇- ▇. The timing is identical with that of phase reversing tone except
for the reversal timing.

INSERT GRAPH

Figure A-7: Timing for Answering Modem without Phase Reversal

Table A-9 contains the nominal frequency, power, and duration requirements for

------------------------------------------------
Minimum Maximum Unit
---------------------------------------------------------------------
Frequency 2085 2115 Hz
---------------------------------------------------------------------
Duration 2.6 4.0 seconds
---------------------------------------------------------------------
Power -18.0 -6.0 dBm0
---------------------------------------------------------------------

generating modem tones as derived from V.25 and G.164.

Table A-9: Modem Tone Generation Requirements

Performance Requirements:

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1. The detector does not miss any modem answer tone on a pre-recorded tape
containing 50 modem answer tone samples collected from 5 different data
modems.

2. The detector does not miss any modem answer tone signals from the same
data modem connected via a local CO with a noise level of less than -45
dBm.

3. The detector does not miss more than 0.5% of modem answer tones
(generated at -10 dBm) when compressed voice is played at a level of
-15 dBm (ASL) or lower into a network connection with ERL greater than
15 dB.

4. The detector does not falsely detect the presence of a modem answer
tone more than once per 5 hours of voice (using Bellcore recorded talk
radio voice tapes).

5. There is no talkdown performance requirement. The near end is always
silent and does not interfere with far end modem ANS signals.

6. There shall be fewer than 1 talkoff in 5 hours of call classification
when the detector is programmed with the recommended parameters.
Assuming that each call is resolved within an average time of 10
seconds, there shall be less than 1 talkoff in 1800 calls.

A.5.3.1.8 Three Tone Sequences

Most countries that generate Special Information Tones (SIT) use a three tone
sequence. SIT sequences are generated by various central offices or common
carrier switching points to indicate a problem with the dialed call. A SIT tone
sequence generally precedes a recorded voice announcement such as "the number
you have dialed is no longer in service..." and is provided specifically for the
purpose of detection of the problem type by an automated device.

There are two popular types of SIT sequences. The first type is used mainly in
Europe. It consists of a sequence of three tones of identical durations. The
second type is the one used in North America. There are several North American
SIT sequences that are encoded using various combinations of frequency and
duration for each of the three tones. The encoding has been standardized by
Bellcore.

Performance Requirements:

1. The UTD shall handle both types of sequences.

2. There is no talkdown performance requirement. The near end is always
silent and does not interfere with far end SIT signals.

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3. There shall be fewer than 1 talkoff in 5 hours of voice when the
detector is programmed with the recommended parameters. Assuming that
each voice call is has an average of 2 seconds of voice, there shall be
fewer than 1 talkoff in 9000 calls.

A.5.3.1.9 Unknown Tone

Any single tone, dual tone, amplitude modulated tone or single tone sequence
that is not classified as a CP, SIT, CNG or modem ANS tone, shall be reported as
an unknown tone.

Performance Requirements:

1. Talkdown performance requirement [TBD]

2. There shall be fewer than 1 talkoff in 5 hours of voice when the
detector is programmed with the recommended parameters (minimum tone
duration 400 ms). Assuming that each voice call is has an average of 2
seconds of voice, there shall be fewer than 1 talkoff in 9000 calls.

A.6 Multifrequency Tone Detection (MFD)

The MFD algorithm module detects the presence of Rl, R2 Forward, and R2 Backward
Multi frequency (MF) tones under a broad range of network conditions and under
international telecommunications specifications.

A.6.1 Functional requirements:

Table A-10, Table A-11, and Table A-12 specify the nominal frequencies for the
MF digits that must be detected.

-----------------------------------------------------------------------
F1 (Hz) F2 (Hz)
900 1100 1300 1500 1700
-------------------------------------------------------------
700 1 2 4 7 Spare
900 -- 3 5 8 Spare
1100 -- -- 6 9 KP
1300 -- -- -- 0 Spare
1500 -- -- -- -- ST
-----------------------------------------------------------------------

Table A-10: Nominal MF R1 Frequencies and corresponding digit definitions

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-----------------------------------------------------------------------
F1 (Hz) F2 (Hz)
1500 1620 1740 1860 1980
-------------------------------------------------------------
1380 1 2 4 7 11
1500 -- 3 5 8 12
1620 -- -- 6 9 13
1740 -- -- -- 10 14
1860 -- -- -- -- 15
-----------------------------------------------------------------------

Table A-11: Nominal MF R2 Forward Frequencies and corresponding combination
numbers

-----------------------------------------------------------------------
F1 (Hz) F2 (Hz)
1020 900 780 660 540
-------------------------------------------------------------
1140 1 2 4 7 11
1020 -- 3 5 8 12
900 -- -- 6 9 13
780 -- -- -- 10 14
660 -- -- -- -- 15
-----------------------------------------------------------------------

Table A-12: Nominal MF R2 Backward Frequencies and corresponding combination
numbers

1. Be configurable to detect either R1, R2 forward, or R2 backward MF
digits on a per-call basis.

2. Detect the presence of all 15 R1, 15 R2 Forward, and 15 R2 Backward
digits under a broad range of network conditions.

3. MF digit information is provided as soon as the minimum duration is
met. This information is called leading edge detection. This allows the
earliest possible response to the digit, such as in compelled
signaling.

4. The trailing edge of a MF digit must be detected. This allows the
system to delay any response (such as in compelled signaling) to the
digit until it is removed. The criteria selected for trailing edge
detection will debounce MF digits.

5. The DSP reports leading and trailing edge in the 8 ms block that they
are detected. MF events are not buffered.

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A.6.2 R1 Detection Performance requirements:

Table ▇- ▇▇ consists of MF R1 tone detection performance requirements taken from
CCITT/ITU Q310-Q331 and Bellcore TR-NWT-000506. Also shown is D2's MF R1
performance requirements, which is a superset of the CCITT and Bellcore
requirements.

------------------------------------------------------------------------------------------------------------------
Requirement
------------------------------------------------------------------------------------------------------------------
Characteristic Bellcore CCITT/ITU D2
------------------------------------------------------------------------------------------------------------------

Frequency Deviation +/-(1.5% + 5 Hz) must +/-1.5% must accept Configurable choice of
accept three sets of must
accept frequency
tolerance:
+/-(1.5% + 5 Hz),
+/-(1.5% + 10 Hz),
+/-(1.5% + 15 Hz)
------------------------------------------------------------------------------------------------------------------
Tone Duration KP signal >/= 54 ms >/=30 ms must accept Minimum duration is
must accept; /=30 ms Can be configured for
must accept; /=30 ms must accept;
must reject /=25 ms. Must bridge >/=20 ms in 4 ms steps. Can be
interdigital intervals configured for >/=20 ms
10 pulses per second
second (100 ms cycle (<100 ms cycle time)
time)
------------------------------------------------------------------------------------------------------------------
Accept Levels 0 to -25 dBm must - Minimum power is
accept configurable from -25
75,000 $0.00
-----------------------------------------------------------

Table 1. Fee per port

If LICENSEE commits to purchase licenses for a minimum of 10,000 processors for
the first year after first customer shipments, the fee_per_port will be reduced
for $1.00 for the first 5,000 processors.

The SRM will provide 5 Basic Services and simple conferencing (which does not
require network echo cancellation):

1. DTG -- Digital Tone Generation (static channels and outpulsing)
2. CPA -- Call Progress Analysis (with Voice Activity Detection)
3.- DRC -- DTMF Detection
4. MFR(1) -- Multifrequency Reception (1)
5. MFCR2 -- Multifrequency Reception and Transmission, Compelled R2

To determine the Average ports per DSP, the completed software will be tested in
a heavily-loaded VCO/20 to determine the maximum number of ports that a single
DSP processor performing each of the Basic Services can reliably satisfy. This

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maximum will be documented in Table 2 below, and will be encoded in software, to
prevent a customer from exceeding it.

This maximum will vary depending on the DSP processor speed, so a separate
measurement will have to be done for SRMs containing faster processors. Due to
system limitations, this number will never exceed 63.

The number of ports supported for each of the Basic Services, per DSP processor,
will be averaged (arithmetic mean) to create an average number of ports per DSP
(Average_Ports_per_DSP). Because of the computational simplicity of the DTG
Service, it will not be included in this calculation:

Average_Ports_per_DSP = (#CPA + #DRC + #MFR1 + #MFCR2)/4

--------------------------------------------------------------------------------
Service Predicted Measured Included in
Maximum # Ports Maximum # Ports Average?
--------------------------------------------------------------------------------
DTG 63 To be measured Not included
--------------------------------------------------------------------------------
CPA 30 To be measured Included
--------------------------------------------------------------------------------
DRC 30 To be measured Included
--------------------------------------------------------------------------------
MFR1 30 To be measured Included
--------------------------------------------------------------------------------
MFCR2 30 To be measured Included
--------------------------------------------------------------------------------

TABLE 2. MEASURED PERFORMANCE OF SERVICES

CAP: The runtime license fees is fully paid up after it reaches the CAP, which
is the cumulative runtime license fees paid by LICENSEE for the first 75,000
processors as specified in Table 1 above. The CAP is cumulative across the Texas
Instruments TMS320C54x, TMS320CSSx, and TMS320C6x, and other TI processors based
on the same core processor architecture.

BUYOUT OPTION: Within the Warranty period, LICENSEE may elect to pay D2 a sum of
$1,400,000 as a one time paid-up runtime license fees for the Basic Services
specified in Exhibit A.

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EXHIBIT D

MODEL LICENSEE AGREEMENT FOR LICENSEE PRODUCT

SOFTWARE LICENSE

Licensed Technology incorporated in LICENSEE Product, together with Updates and
New Versions thereof, are provided to LICENSEE's Customer under a non-exclusive
worldwide license subject to the following terms:

1. LICENSEE's Customer shall have the right to distribute copies of the Licensed
Technology to end users in Object Code form either directly or indirectly
through others for use in connection with the LICENSEE Product. LICENSEE's
Customer shall require that such end users agree to protect D2's and LICENSEE's
intellectual property rights in the Licensed Technology as set forth in this
LICENSEE's Customer Agreement.

2. LICENSEE's Customer shall have the right to reproduce the Licensed Technology
for distribution and make a reasonable number of copies of the Licensed
Technology for backup or archival purposes.

3. LICENSEE's Customer shall not have the right to modify, reverse engineer,
decompile or derive Source Code from the Licensed Technology, nor shall
LICENSEE's Customer permit any third party to do so. LICENSEE's Customer shall
not have the right to disclose the Licensed Technology except as permitted
herein.

4. LICENSEE's Customer shall have the right to transfer a licensed copy of the
Licensed Technology to a third party provided LICENSEE's Customer does not
retain any copies of such licensed copy and the third party agrees to abide by
the terms and conditions of this LICENSEE's Customer Agreement. All Licensed
Technology must be transferred upon a change in title of any hardware in which
it was installed.

5. LICENSEE's Customer agrees that D2 or LICENSEE retain the entire right and
title to Licensed Technology.

6. The provisions of this Article (paragraphs 1 through 6 preceding) shall
survive the termination or expiration of this LICENSEE's Customer Agreement.

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EXHIBIT E

1. Development and Back-up Computers

Computer Manufacturer and Model Serial Number Dev/Backup

(1) -- --

(2) -- --

(3) -- --

1. FORMAT OF Licensed Software Media

(1) -- --

(2) -- --

(3) -- --

Date:

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EXHIBIT F

Acceptance Test Specification

To be provided by D2 and LICENSEE within 90 days of effective date of this
Agreement.

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1 EXHIBIT 10.3 SOFTWARE LICENSE AND MAINTENANCE AGREEMENT This Software license and maintenance agreement ("Agreement") is entered into effective as of August 4, 1997 (the "Effective Date") by and between D2 Technologies, Inc., a California...

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