
                           SOURCE CODE AGREEMENT

                                Version 1.2D

   PLEASE  READ  THIS  AGREEMENT  CAREFULLY.  By  accessing and using the
   Source Code
   ,  you accept this Agreement in its entirety and agree to only use the
   Source  Code in accordance with the following terms and conditions. If
   you  do  not  wish  to  be bound by these terms and conditions, do not
   access or use the Source Code.
    1. YOUR REPRESENTATIONS

    1. You represent and warrant that:

    a. If  you  are  an  entity,  or  an individual other than the person
       accepting  this  Agreement, the person accepting this Agreement on
       your  behalf  is  your  legally  authorized  representative,  duly
       authorized  to  accept  agreements of this type on your behalf and
       obligate you to comply with its provisions;
    b. You have read and fully understand this Agreement in its entirety;
    c. Your  Build  Materials  are  either original or do not include any
       Software   obtained  under  a  license  that  conflicts  with  the
       obligations contained in this Agreement;
    d. To  the  best  of  your  knowledge,  your  Build  Materials do not
       infringe  or  misappropriate  the  rights of any person or entity;
       and,
    e. You will regularly monitor the Website for any notices.

     DEFINITIONS AND INTERPRETATION
    1. For  purposes  of  this Agreement, certain terms have been defined
       below  and  elsewhere in this Agreement to encompass meanings that
       may  differ  from, or be in addition to, the normal connotation of
       the defined word.

    a. "Additional  Code"  means  Software in source code form which does
       not contain any

    i. of the Source Code, or
   ii. derivative  work  (such  term  having  the  same  meaning  in this
       Agreement as under U.S. Copyright Law) of the Source Code.

     "AT&T Patent Claims" means those claims of patents (i) owned by AT&T
   and (ii) licensable without restriction or obligation, which, absent a
   license,  are  necessarily and unavoidably infringed by the use of the
   functionality of the Source Code.

     "Build  Materials"  means,  with reference to a Derived Product, the
   Patch  and  Additional  Code,  if any, used in the preparation of such
   Derived  Product, together with written instructions that describe, in
   reasonable detail, such preparation.

     "Capsule"  means  a computer file containing the exact same contents
   as  the  computer  file  having the name graphviz*.* or gviz*.*, which
   will  be  downloaded  after  accepting,  or was opened to access, this
   Agreement.

     "Derived  Product"  means  a  Software Product which is a derivative
   work of the Source Code.

     "IPR"  means  all rights protectable under intellectual property law
   anywhere  throughout  the  world,  including  rights protectable under
   patent, copyright and trade secret laws, but not trademark rights.

     "Patch" means Software for changing all or any portion of the Source
   Code.

     "Proprietary Notice" means the following statement:

   "This  product  contains  certain  software  code or other information
   ("AT&T  Software")  proprietary  to  AT&T  Corp.  ("AT&T").  The  AT&T
   Software  is  provided to you "AS IS". YOU ASSUME TOTAL RESPONSIBILITY
   AND  RISK  FOR  USE  OF  THE  AT&T  SOFTWARE.  AT&T DOES NOT MAKE, AND
   EXPRESSLY  DISCLAIMS,  ANY  EXPRESS  OR IMPLIED WARRANTIES OF ANY KIND
   WHATSOEVER,  INCLUDING,  WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF
   MERCHANTABILITY  OR  FITNESS  FOR  A PARTICULAR PURPOSE, WARRANTIES OF
   TITLE  OR  NON-INFRINGEMENT  OF  ANY INTELLECTUAL PROPERTY RIGHTS, ANY
   WARRANTIES  ARISING  BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF
   PERFORMANCE, OR ANY WARRANTY THAT THE AT&T SOFTWARE IS "ERROR FREE" OR
   WILL MEET YOUR REQUIREMENTS.

   Unless  you  accept  a license to use the AT&T Software, you shall not
   reverse  compile,  disassemble  or  otherwise  reverse  engineer  this
   product to ascertain the source code for any AT&T Software.

   ©  AT&T  Corp.  All rights reserved. AT&T is a registered trademark of
   AT&T Corp."

     "Software"  means, as the context may require, source or object code
   instructions  for  controlling  the  operation of a central processing
   unit or computer, and computer files containing data or text.

     "Software  Product"  means a collection of computer files containing
   Software  in  object code form only, which, taken together, reasonably
   comprise a product, regardless of whether such product is intended for
   internal  use  or  commercial exploitation. A single computer file can
   comprise a Software Product.

     "Source Code" means the Software contained in compressed form in the
   Capsule.

     "Website"    means    the    Internet   website   having   the   URL
   [1]http://www.research.att.com/sw/tools/graphviz.  AT&T may change the
   content  or  URL  of  the  Website,  or  remove  it  from the Internet
   altogether.

     By  way of clarification only, the terms Capsule, Proprietary Notice
   and  Source  Code when used in this Agreement shall mean the materials
   and information defined by such terms without any change, enhancement,
   amendment, alteration or modification (collectively, "change").

     GRANT OF RIGHTS
    1. Subject  to  third party intellectual property claims, if any, and
       the  terms  and  conditions  of this Agreement, AT&T grants to you
       under:

    a. the  AT&T  Patent Claims and AT&T's copyright rights in the Source
       Code, a non-exclusive, fully paid-up license to:

    i. Reproduce and distribute the Capsule;
   ii. Display, perform, use, and compile the Source Code and execute the
       resultant binary Software on a computer;
   iii. Prepare a Derived Product solely by compiling Additional Code, if
       any,  together  with  the code resulting from operating a Patch on
       the Source Code; and,
   iv. Execute on a computer and distribute to others Derived Products,

   except that, with respect to the AT&T Patent Claims
   ,  the  license  rights  granted in clauses (iii) and (iv) above shall
   only  extend,  and  be  limited,  to that portion of a Derived Product
   which is Software compiled from some portion of the Source Code; and,

     AT&T's  copyright  rights in the Source Code, a non-exclusive, fully
   paid-up license to prepare and distribute Patches for the Source Code.

     Subject  to  the  terms  and  conditions  of this Agreement, you may
   create a hyperlink between an Internet website owned and controlled by
   you  and  the  Website,  which  hyperlink describes in a fair and good
   faith  manner  where  the  Capsule  and  Source  Code may be obtained,
   provided  that,  you  do  not  frame the Website or otherwise give the
   false  impression  that  AT&T is somehow associated with, or otherwise
   endorses  or  sponsors your website. Any goodwill associated with such
   hyperlink  shall  inure  to  the  sole benefit of AT&T. Other than the
   creation  of  such  hyperlink,  nothing  in  this  Agreement  shall be
   construed  as  conferring  upon  you any right to use any reference to
   AT&T,  its trade names, trademarks, service marks or any other indicia
   of origin owned by AT&T, or to indicate that your products or services
   are in any way sponsored, approved or endorsed by, or affiliated with,
   AT&T.

     Except  as expressly set forth in Section 3.1 above, no other rights
   or  licenses  under  any of AT&T's IPR are granted or, by implication,
   estoppel or otherwise, conferred. By way of example only, no rights or
   licenses  under  any of AT&T's patents are granted or, by implication,
   estoppel  or  otherwise,  conferred  with  respect to any portion of a
   Derived  Product  which  is  not  Software compiled from some portion,
   without change, of the Source Code. 

     YOUR OBLIGATIONS
    1. If  you  distribute Build Materials (including if you are required
       to  do  so  pursuant to this Agreement), you shall ensure that the
       recipient enters into and duly accepts an agreement with you which
       includes  the  minimum terms set forth in [2]Appendix A (completed
       to indicate you as the LICENSOR) and no other provisions which, in
       AT&T's  opinion,  conflict  with  your  obligations  under, or the
       intent  of,  this  Agreement.  The  agreement  required under this
       Section  4.1 may be in electronic form and may be distributed with
       the  Build Materials in a form such that the recipient accepts the
       agreement  by  using  or  installing  the  Build Materials. If any
       Additional   Code  contained  in  your  Build  Materials  includes
       Software  you  obtained  under  license,  the agreement shall also
       include   complete   details   concerning   the  license  and  any
       restrictions or obligations associated with such Software.
    2. If  you  prepare  a  Patch which you distribute to anyone else you
       shall:

    a. Contact  AT&T, as may be provided on the Website or in a text file
       included  with  the  Source Code, and describe for AT&T such Patch
       and  provide  AT&T  with a copy of such Patch as directed by AT&T;
       or,
    b. Where  you  make  your  Patch generally available on your Internet
       website,  you  shall provide AT&T with the URL of your website and
       hereby  grant  to  AT&T  a  non-exclusive,  fully-paid up right to
       create a hyperlink between your website and a page associated with
       the Website.

     If  you  prepare a Derived Product, such product shall conspicuously
   display  to  users,  and  any  corresponding documentation and license
   agreement shall include as a provision, the Proprietary Notice. 

     YOUR GRANT OF RIGHTS TO AT&T
    1. You  grant  to AT&T under any IPR owned or licensable by you which
       in  any  way  relates to your Patches, a non-exclusive, perpetual,
       worldwide, fully paid-up, unrestricted, irrevocable license, along
       with  the right to sublicense others, to (a) make, have made, use,
       offer  to  sell,  sell  and  import  any products, services or any
       combination   of   products   or   services,  and  (b)  reproduce,
       distribute,  prepare  derivative  works based on, perform, display
       and transmit your Patches in any media whether now known or in the
       future developed.

     AS IS CLAUSE / LIMITATION OF LIABILITY
    1. The  Source  Code  and  Capsule  are  provided to you "AS IS". YOU
       ASSUME  TOTAL  RESPONSIBILITY  AND  RISK  FOR  YOUR  USE  OF  THEM
       INCLUDING  THE  RISK  OF ANY DEFECTS OR INACCURACIES THEREIN. AT&T
       DOES  NOT  MAKE,  AND  EXPRESSLY DISCLAIMS, ANY EXPRESS OR IMPLIED
       WARRANTIES  OF ANY KIND WHATSOEVER, INCLUDING, WITHOUT LIMITATION,
       THE  IMPLIED  WARRANTIES  OF  MERCHANTABILITY  OR  FITNESS  FOR  A
       PARTICULAR PURPOSE, WARRANTIES OF TITLE OR NON-INFRINGEMENT OF ANY
       IPR OR TRADEMARK RIGHTS, ANY WARRANTIES ARISING BY USAGE OF TRADE,
       COURSE  OF  DEALING OR COURSE OF PERFORMANCE, OR ANY WARRANTY THAT
       THE  SOURCE  CODE  OR  CAPSULE  ARE "ERROR FREE" OR WILL MEET YOUR
       REQUIREMENTS.
    2. IN  NO  EVENT  SHALL  AT&T  BE  LIABLE  FOR  (a)  ANY  INCIDENTAL,
       CONSEQUENTIAL, OR INDIRECT DAMAGES (INCLUDING, WITHOUT LIMITATION,
       DAMAGES  FOR  LOSS  OF  PROFITS,  BUSINESS  INTERRUPTION,  LOSS OF
       PROGRAMS  OR  INFORMATION, AND THE LIKE) ARISING OUT OF THE USE OF
       OR  INABILITY  TO  USE THE SOURCE CODE OR CAPSULE, EVEN IF AT&T OR
       ANY  OF  ITS  AUTHORIZED  REPRESENTATIVES  HAS BEEN ADVISED OF THE
       POSSIBILITY OF SUCH DAMAGES, (b) ANY CLAIM ATTRIBUTABLE TO ERRORS,
       OMISSIONS, OR OTHER INACCURACIES IN THE SOURCE CODE OR CAPSULE, OR
       (c) ANY CLAIM BY ANY THIRD PARTY.
    3. BECAUSE  SOME  STATES  DO NOT ALLOW THE EXCLUSION OR LIMITATION OF
       LIABILITY  FOR  CONSEQUENTIAL  OR  INCIDENTAL  DAMAGES,  THE ABOVE
       LIMITATIONS MAY NOT APPLY TO YOU. IN THE EVENT THAT APPLICABLE LAW
       DOES  NOT  ALLOW THE COMPLETE EXCLUSION OR LIMITATION OF LIABILITY
       OF  CLAIMS  AND  DAMAGES  AS  SET  FORTH IN THIS AGREEMENT, AT&T'S
       LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

     INDEMNIFICATION
    1. You  shall  indemnify  and  hold harmless AT&T, its affiliates and
       authorized   representatives   against   any   claims,   suits  or
       proceedings  asserted  or commenced by any third party and arising
       out  of,  or  relating  to,  your  use  of  the  Source Code. This
       obligation shall include indemnifying against all damages, losses,
       costs  and  expenses (including attorneys' fees) incurred by AT&T,
       its  affiliates  and authorized representatives as a result of any
       such claims, suits or proceedings, including any costs or expenses
       incurred   in   defending  against  any  such  claims,  suits,  or
       proceedings.

     GENERAL
    1. You  shall  not  assert against AT&T, its affiliates or authorized
       representatives  any claim for infringement or misappropriation of
       any  IPR  or  trademark  rights  in any way relating to the Source
       Code, including any such claims relating to any Patches.
    2. In  the  event  that  any  provision  of  this Agreement is deemed
       illegal  or unenforceable, AT&T may, but is not obligated to, post
       on  the  Website  a new version of this Agreement which, in AT&T's
       opinion, reasonably preserves the intent of this Agreement.
    3. Your  rights  and  license (but not any of your obligations) under
       this Agreement shall terminate automatically in the event that (a)
       notice  of  a non-frivolous claim by a third party relating to the
       Source  Code  or  Capsule  is  posted on the Website, (b) you have
       knowledge  of  any  such claim, (c) any of your representations or
       warranties  in Article 1.0 or Section 8.4 are false or inaccurate,
       (d)  you  exceed  the rights and license granted to you or (e) you
       fail to fully comply with any provision of this Agreement. Nothing
       in  this  provision  shall  be  construed to restrict you, at your
       option  and  subject to applicable law, from replacing the portion
       of the Source Code that is the subject of a claim by a third party
       with  non-infringing  code  or  from independently negotiating for
       necessary rights from the third party.
    4. You acknowledge that the Source Code and Capsule may be subject to
       U.S.  export  laws  and  regulations, and, accordingly, you hereby
       assure AT&T that you will not, directly or indirectly, violate any
       applicable U.S. laws and regulations.
    5. Without  limiting  any of AT&T's rights under this Agreement or at
       law  or in equity, or otherwise expanding the scope of the license
       and  rights  granted hereunder, if you fail to perform any of your
       obligations  under  this  Agreement  with  respect  to any of your
       Patches  or  Derived  Products, or if you do any act which exceeds
       the  scope  of  the  license  and rights granted herein, then such
       Patches,  Derived  Products and acts are not licensed or otherwise
       authorized  under  this  Agreement  and such failure shall also be
       deemed a breach of this Agreement. In addition to all other relief
       available  to  it  for  any  breach of your obligations under this
       Agreement,  AT&T  shall be entitled to an injunction requiring you
       to perform such obligations.
    6. This  Agreement  shall  be governed by and construed in accordance
       with the laws of the State of New York, USA, without regard to its
       conflicts of law rules. This Agreement shall be fairly interpreted
       in  accordance  with its terms and without any strict construction
       in  favor of or against either AT&T or you. Any suit or proceeding
       you  bring  relating  to  this  Agreement  shall  be  brought  and
       prosecuted only in New York, New York, USA.

Appendix A - Minimum Terms

   LICENSOR: ______________

  LICENSE AGREEMENT

   This  License  Agreement  (the  "Agreement")  provides  the  terms and
   conditions  pursuant to which you ("LICENSEE") are granted by LICENSOR
   a  non-exclusive  license  to  exploit the Build Materials (as defined
   below). PLEASE READ THIS AGREEMENT CAREFULLY.

    ARTICLE 1.0 - REPRESENTATIONS

   1.1. LICENSEE represents and warrants that:
   (a)  If  LICENSEE is an entity, or an individual other than the person
   accepting  this  Agreement,  the  person  accepting  this Agreement on
   LICENSEE's   behalf  is  a  legally  authorized  representative,  duly
   authorized  to accept agreements of this type on LICENSEE's behalf and
   obligate LICENSEE to comply with its provisions;
   (b)  LICENSEE  has  read  and  fully  understand this Agreement in its
   entirety; and,
   (c)  LICENSEE's  Build Materials are either original or do not include
   any  Software  obtained  under  a  license  that  conflicts  with  the
   obligations contained in this Agreement;

    ARTICLE 2.0 - DEFINITIONS

   2.1. "AT&T Source Code Agreement" means the agreement available at the
   Internet website having the URL
   http://www.research.att.com/sw/tools/graphviz/license/source.html,  or
   accessed  by opening the computer file having the name LICENSE.txt, if
   such file is furnished to LICENSEE.

   2.2. "AT&T Source Code Release" means the computer files owned by AT&T
   which can be obtained under license at the Internet website having the
   URL  http://www.research.att.com/sw/tools/graphviz,  or by opening the
   computer file named graphviz-*.* or gviz*.* containing the source code
   if such file is furnished to LICENSEE.

   2.3.  "Build  Materials" means the compilation script, Patch files and
   other  source  code  files,  if any, furnished by LICENSOR to LICENSEE
   pursuant  to  this  Agreement. THE BUILD MATERIALS INCLUDE SOFTWARE OR
   OTHER  INFORMATION  PROPRIETARY TO AT&T. LICENSEE'S EXERCISE OF ONE OR
   MORE OF THE RIGHTS GRANTED IN SECTION 3.1 OF THIS AGREEMENT WITHOUT
   (a) FIRST ENTERING INTO THE AT&T SOURCE CODE AGREEMENT, AND
   (b)  ABIDING BY THE TERMS AND CONDITIONS OF SUCH AGREEMENT MAY (AND IF
   LICENSEE HAS USED ANY PATCH, LICENSEE WILL) INFRINGE OR MISAPPROPRIATE
   IPR OWNED OR CONTROLLED BY AT&T.

   2.4.  "IPR"  means  all rights protectable under intellectual property
   law  anywhere throughout the world, including rights protectable under
   patent, copyright and trade secret laws, but not trademark rights.

   2.5.  "Patch"  means  Software for changing all or any portions of any
   Software contained in the AT&T Source Code Release.

   2.6.  "Software"  means  any  source  or  object code instructions for
   controlling the operation of a central processing unit or computer, or
   computer files containing data or text.

    ARTICLE 3.0 - GRANT OF RIGHTS TO LICENSEE

   3.1.  Subject  to the terms and conditions of this Agreement, LICENSOR
   grants to LICENSEE under any IPR owned or licensable by LICENSOR which
   relates  to  the  Build  Materials,  a non-exclusive license, with the
   right to sublicense others, to
   (a)  make,  have made, use, sell and import, any products or services;
   and
   (b)  reproduce,  distribute, perform and display all or any portion of
   the  Build  Materials, and prepare derivative works based on the Build
   Materials   and   reproduce,  distribute,  perform  and  display  such
   derivative works.

    ARTICLE 4.0 - LICENSEE'S DISTRIBUTION OBLIGATIONS

   4.1.  If  LICENSEE  distributes any products licensed pursuant to this
   Agreement or source code required pursuant to Section 4.2(b), LICENSEE
   shall ensure that the recipient enters into and duly accepts a written
   agreement  with LICENSEE which includes the minimum terms set forth in
   this  Agreement  and  no  other  provisions  which  conflict  with the
   obligations under, or the intent of, this Agreement.

    ARTICLE 5.0 - AS IS CLAUSE / LIMITATION OF LIABILITY

   5.1. The Build Materials contain certain software or other information
   ("AT&T  Software")  proprietary to AT&T. The AT&T Software is provided
   to  LICENSEE  "AS  IS". LICENSEE ASSUMES TOTAL RESPONSIBILITY AND RISK
   FOR  USE  OF  THE  AT&T  SOFTWARE.  AT&T  DOES NOT MAKE, AND EXPRESSLY
   DISCLAIMS,  ANY  EXPRESS OR IMPLIED WARRANTIES OF ANY KIND WHATSOEVER,
   INCLUDING,    WITHOUT    LIMITATION,   THE   IMPLIED   WARRANTIES   OF
   MERCHANTABILITY  OR  FITNESS  FOR  A PARTICULAR PURPOSE, WARRANTIES OF
   TITLE  OR  NON-INFRINGEMENT  OF  ANY  IPR  or  TRADEMARK  RIGHTS,  ANY
   WARRANTIES  ARISING  BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF
   PERFORMANCE, OR ANY WARRANTY THAT THE AT&T SOFTWARE IS "ERROR FREE" OR
   WILL MEET LICENSEE'S REQUIREMENTS.

   5.2.  IN  NO  EVENT  SHALL  AT&T  BE  LIABLE  FOR  (a) ANY INCIDENTAL,
   CONSEQUENTIAL,  OR  INDIRECT  DAMAGES  (INCLUDING, WITHOUT LIMITATION,
   DAMAGES  FOR  LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS
   OR  INFORMATION,  AND THE LIKE) ARISING OUT OF THE USE OF OR INABILITY
   TO  USE  THE  AT&T  SOFTWARE,  EVEN  IF  AT&T OR ANY OF ITS AUTHORIZED
   REPRESENTATIVES  HAS  BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES,
   (a) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES
   IN THE AT&T SOFTWARE, OR (c) ANY CLAIM BY ANY THIRD PARTY.

   5.3.  BECAUSE  SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF
   LIABILITY   FOR   CONSEQUENTIAL   OR  INCIDENTAL  DAMAGES,  THE  ABOVE
   LIMITATIONS  MAY  NOT  APPLY  TO YOU. IN THE EVENT THAT APPLICABLE LAW
   DOES  NOT  ALLOW  THE COMPLETE EXCLUSION OR LIMITATION OF LIABILITY OF
   CLAIMS AND DAMAGES AS SET FORTH IN THIS AGREEMENT, AT&T'S LIABILITY IS
   LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

    ARTICLE 6.0 - GENERAL

   6.1.  LICENSEE  shall not assert against AT&T or any of its affiliated
   companies any claim for infringement or misappropriation of any IPR or
   trademark rights in any way relating to the AT&T Source Code Release.

   6.2.  LICENSEE'S  rights  and  license  (but  not  any  of  LICENSEE'S
   obligations) under this Agreement shall terminate automatically in the
   event  that  (a)  any  of  LICENSEE'S representations or warranties in
   Article  1.0  are  false or inaccurate, (b) LICENSEE exceed the rights
   and  license granted to LICENSEE or (c) LICENSEE fails to fully comply
   with any provision of this Agreement.

   6.3.  AT&T  shall  be  entitled,  in  its own name and without joining
   LICENSOR  as  a  party,  to  enforce against LICENSEE in an action for
   breach  of  contract,  any provision of this Agreement which protects,
   limits  the  liability  of, or otherwise benefits AT&T. In addition to
   all  other  relief available to AT&T in any such action, AT&T shall be
   entitled  to  an injunction requiring LICENSEE to comply with any such
   provision.

   6.4.  This  Agreement shall be governed by and construed in accordance
   with  the  laws  of  the State of New York, USA, without regard to its
   conflicts  of law rules. This Agreement shall be fairly interpreted in
   accordance with its terms and without any strict construction in favor
   of  or  against  either party. Any suit or proceeding relating to this
   Agreement  shall be brought and prosecuted only in New York, New York,
   USA.

   END OF MINIMUM TERMS

References

   1. http://www.research.att.com/sw/tools/graphviz
   2. http://www.research.att.com/sw/tools/graphviz/license/minterms.html
