SOURCE CODE AGREEMENT

                                  Version 1.1

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 ggobi.tgz,
            ggobi.tar.gz or ggobi.zip, 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.

            You have the right to obtain from the person or entity who
            furnished this product to you support and maintenance for the
            AT&T Software substantially similar to the support and
            maintenance offered by such person or entity with respect to
            the rest of this product and/or any other reasonably
            comparable products the person or entity distributes. 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." 

           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/areas/stat/ggobi. 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.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, without change, 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.You shall only distribute the Capsule and Build Materials
        free of charge, without any form of compensation. However, you
        may charge for bona fide maintenance and support of the Software
        resulting from the Build Materials and, if you furnish the
        Capsule or Build Materials on any physical media, you may charge
        for your out-of-pocket expense for both the media and shipping.
        You may distribute Derived Products for a fair and reasonable
        fee.

      2.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 a written 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 4.2 may be in electronic
        form.

      3.If you prepare a Derived Product that you distribute to a third
        party, or if you distribute to a third party any Build Materials
        for a Derived Product, you shall make available to such third
        party support and maintenance for at least that portion of such
        Derived Product or Build Materials which is, or is a derivative
        work of, the Source Code. Such support and maintenance shall be
        substantially similar to the support and maintenance offered by
        you with respect to any other reasonably comparable products that
        you distribute. In no event shall you or anyone acting for you, in
        any way, indicate to any person or entity that AT&T will support
        or maintain any Software and you shall indemnify AT&T for any
        expenses, including legal fees, incurred by AT&T as a result of a
        breach of this Section 4.3.

      4.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, 

          b.Provide AT&T with a copy of such Patch as directed by AT&T,
            unless you make it generally available on your Internet
            website, in which case, 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.

      5.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&TS 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 are subject
        to U.S. export laws and regulations and that any use thereof must
        be authorized under those laws and regulations. You hereby assure
        AT&T that you will not, directly or indirectly, "export" or
        "reexport" the Source Code or Capsule to any country, or national
        of any country, to which, or to whom, "export" or "reexport" is
        prohibited under U.S.  export laws and regulations. For purposes
        of this Section 8.4, "export" and "reexport" mean transferring or
        releasing to another country or to a national of another country
        (wherever that person is located) by any means, including
        physical, electronic, or otherwise. You represent and warrant that
        you are not located in or a national of any such country.

      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.
