                          Developer License Agreement

                                  ALCATEL

                          SOFTWARE LICENSE AGREEMENT


              CAREFULLY READ ALL OF THE TERMS AND CONDITIONS
                    OF THIS SOFTWARE LICENSE AGREEMENT
  BEFORE YOU USE THE SOFTWARE [Speed Touch USB ADSL LINUX driver application].


THIS SOFTWARE LICENSE AGREEMENT (THIS "AGREEMENT") IS A LEGALLY BINDING
AGREEMENT BETWEEN THE DEVELOPER OF THE SOFTWARE (THE "DEVELOPER") AND ALCATEL
BELL N.V. ("ALCATEL"). BY USING OR INSTALLING THE SOFTWARE (AS UPDATED BY 
ALCATEL FROM TIME TO TIME, THE "SOFTWARE") THE DEVELOPER IS ACCEPTING TO BE 
BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.

1. Grant of License. The Software and all accompanying documentation, including
  but not limited to the Interface Specification (the "Documentation) are 
  licensed to the Developer under the terms and conditions set forth in this 
  Agreement. Subject to such terms and conditions, Alcatel hereby grants to 
  the Developer a non-exclusive, nontransferable right to use the Software and
  the Documentation solely in combination with  Alcatel's line of 
  Speed Touch USB ADSL modem products; which are rightfully acquired and/or 
  used by the Developer (Licensee).

2. Limitations on Use. The Developer will not modify or translate the Software
  or the Documentation without the prior written consent of Alcatel. The 
  Developer will not reverse engineer, decompile, disassemble or otherwise 
  attempt to recreate the source code of the Software. The Developer will not 
  separate from the Software any of the component parts of the Software.

3. Limitations on Duplication. The Developer will not make any copies of the 
  Software or the Documentation; provided, however, that the Developer may 
  make one complete copy of the Software or the Documentation solely for 
  backup purposes if such copy of the Software or Documentation contains the 
  notation "Copyright Alcatel". The Developer will not print any on-line or 
  electronic documentation other than solely for developing, servicing, 
  operating or training purposes.

4. Limitations on Transfer. The Developer will not sell, rent, lease or 
  otherwise transfer any or all of the Software, the Documentation or any 
  copies thereof, without the prior written consent of Alcatel. The Developer 
  will not sublicense, assign, delegate, rent, lease or otherwise transfer 
  any or all of its rights under this Agreement.

5. Ownership and Copyright. The Developer has not acquired, by virtue of this 
  Agreement, any right of ownership in or to the Software, the Documentation 
  or any related patent, copyright, trademark or other intellectual property 
  right. By virtue of this Agreement, the Developer has acquired a right of 
  ownership solely in and to the physical media on which the Software and the 
  Documentation are recorded or fixed. Alcatel, its licensors and their 
  respective licensors retain all right, title and interest in and to the 
  Software, the Documentation and any and all copies thereof, except for the 
  rights expressly granted to the Developer pursuant to this Agreement and as 
  may be granted by Alcatel from time to time. Such right, title and interest 
  of Alcatel is, and such right, title and interest of Alcatel's licensors 
  and their respective licensors may be, protected by applicable copyright 
  laws and international treaties.

6. Term and Termination. The term of this Agreement commences upon the first 
  use by the Developer of the Software and expires upon the termination of 
  this Agreement which shall automatically occur in case the Licensee stops 
  using the Speed Touch USB ADSL modem products. If the Developer fails to 
  comply with any of the terms and conditions set forth in this Agreement, 
  then (a) this Agreement will automatically terminate, (b) in the event of 
  such termination, the Developer will (i) destroy or permanently erase the 
  Software and any and all copies thereof and (ii) destroy the Documentation 
  and any and all copies thereof, and (c) Alcatel may exercise any or all 
  remedies available to it under applicable laws. In addition, the Developer 
  may terminate this Agreement at any time by (a) destroying or permanently 
  erasing the Software and any and all copies thereof and (b) destroying the 
  Documentation and any and all copies thereof.

7. NO WARRANTIES. THE SOFTWARE IS MADE AVAILABLE TO THE DEVELOPER ON AN 
  "AS IS" BASIS WITHOUT ANY EXPRESS, IMPLIED OR STATUTORY WARRANTIES 
  WHATSOEVER, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF 
  MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

  Some jurisdictions may not permit the exclusion of implied warranties; 
  so the above exclusion may not apply to the Developer. The Developer may 
  have other rights that vary from jurisdiction to jurisdiction.

  Alcatel may from time to time, in its sole discretion, make available to 
  the Developer, with or without charge, updates to the Software or the 
  Documentation. No such action will create any warranty obligation on the 
  part of Alcatel.

8. LIMITATION OF REMEDIES. IN NO EVENT WILL ALCATEL, ITS LICENSORS OR THEIR 
  RESPECTIVE LICENSORS BE LIABLE FOR ANY DAMAGES OR OTHER RELIEF WHATSOEVER 
  ARISING OUT OF DEVELOPER'S USE OR INABILITY TO USE THE SOFTWARE OR THE 
  DOCUMENTATION, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST BUSINESS OR 
  LOST OPPORTUNITY OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL OR EXEMPLARY 
  DAMAGES OR LEGAL FEES ARISING OUT OF SUCH USE OR INABILITY TO USE THE 
  SOFTWARE, EVEN IF ALCATEL, ITS LICENSORS OR THEIR RESPECTIVE LICENSORS 
  HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

  Some jurisdictions may not permit the exclusion or limitation of incidental 
  or consequential damages; so the above exclusion or limitation may not apply
  to the Developer.

9. Governing Law. This Agreement will be governed by and construed in 
  accordance with the laws of Belgium, without giving effect to the conflicts 
  of laws principles thereof.

10. Other Terms. Additional or different terms and conditions may be applicable
  to the Developer if so agreed in writing by the vendor of the Software, 
  Alcatel, its licensors and/or their respective licensors.
