                             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.

 2. 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.

         b. "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.

         c. "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.

         d. "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.

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

         f. "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.

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

         h. "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.

            (C) AT&T Corp. All rights reserved. AT&T is a registered trademark
            of AT&T Corp."

         i. "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.

         j. "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.

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

         l. "Website" means the Internet website having the URL 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.

     2. 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").

 3. 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,

         b. 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.

     2. 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.

     3. 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.

 4. 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 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.

     3. 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.

 5. 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.

 6. 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.

 7. 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.

 8. 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
