[LETTERHEAD OF PRIMUS]
Exhibit 10.12
August 27, 1998
Xx. Xxxxxxxx Xxxxxxx Confidential
Director, Application Development
3Com Corporation
0000 Xxxx Xxxxxxx Xxxx
Xxxxx Xxxxxxxx, XX 00000-0000
Re: Third Amendment to Software License Agreement and Second Amendment to
Support and Maintenance Agreement Between 3Com Corporation ("3Com") and
Primus Knowledge Solutions, Inc. ("Primus")
Dear Xx. Xxxxxxx:
This letter is to confirm our agreement with respect to 3Com's purchase of
additional rights to use Primus' SolutionBuilder and SolutionPublisher(R)
software, and new rights to use Primus' SolutionExplorer(TM) software
(collectively, the "Software"). Upon signature by both of 3Com and Primus, this
letter shall serve as an amendment to the Software License Agreement, dated as
of June 26, 1997, between 3Com and Primus, as amended (the "License Agreement"),
and the Support and Maintenance Agreement, dated as of June 27, 1997, between
3Com and Primus, as amended (the "Support Agreement"). Except as otherwise
expressly defined in this Amendment, capitalized terms shall have the meanings
ascribed to them in the License Agreement.
We agree as follows:
1. The License Agreement shall be amended as specified below.
1.1 Recital A. Recital A shall be amended by the insertion of
---------
",SolutionExplorer(TM) software, an Internet browser based application,
that allows remote service professionals and other analysts to solve
problems in broadly the same manner as the SolutionBuilder application"
before ", and SolutionPublisher(R) software".
1.2 Authorized Server. Section 1.1 shall be amended by the
-----------------
insertion after "computers of Licensee" of "(whose model number, serial
number and street address Licensee has provided to Primus)".
1
Xx. Xxxxxxxx Xxxxxxx
3Com Corporation
August 27, 1998
Page 2
1.3 Authorized User. Section 1.2 shall be amended by its
---------------
deletion, and the substitution of the following:
1.2 "Authorized User" means any Authorized SB User, any
---------------
Authorized SE User, and/or any Authorized SP User. The maximum
number of Authorized Users is set forth in Exhibit A, and in
subsequent Exhibit A's (numbered A-1, A-2 and so forth) that are
agreed in writing between Primus and Licensee.
Personal ID Users. Where a number of Authorized Users is
specified in Exhibit A as a personal ID user, up to that number
of individual Authorized Users to whom Licensee has issued a
personal user ID and password linked to their personal user ID
may use the applicable Software program by accessing the
Authorized Server(s). Licensee shall ensure that only one
personal user ID is assigned to each individual Authorized User,
and that no more than one individual Authorized User uses any one
personal user ID and linked password. "Individual" Authorized
User means an individual person, and not a corporation, company,
partnership, association or other entity or organization.
Concurrent Users. Where a number of Authorized Users is
specified in Exhibit A as a concurrent user, up to that number of
individual Authorized Users may use the applicable Software
program on a concurrent user basis by accessing the Authorized
Server(s), without regard to the user ID of the individual.
1.3 Authorized SB User. Section 1.3 shall be amended by the
------------------
substitution of "Section 2.2." for "Sections 2.2 and 2.3.3."
1.4 Authorized SE User. A new Section 1.3A shall be inserted
------------------
after Section 1.3, as follows:
1.3A "Authorized SE User" means (i) any employee of Licensee,
------------------
and/or (ii) a subsidiary, contractor, customer, agent or
representative of Licensee and the employees of such subsidiary,
contractor, customer, agent or representative who are authorized
by Licensee to use the SolutionExplorer portions of the Software
as provided in Section 2.2.
1.5 Authorized SP User. Section 1.4 shall be amended by the
------------------
deletion of its second sentence.
1.6 Authorized Workstation. Section 1.5 shall be amended by the
----------------------
deletion of the last sentence and its replacement by:
The maximum number of Authorized Workstations is set forth in
Exhibit A, and in subsequent Exhibit A's (numbered A-1, A-2 and
so forth) that are agreed in writing between Primus and Licensee.
2
Xx. Xxxxxxxx Xxxxxxx
3Com Corporation
August 27, 1998
Page 3
1.7 SE Server Software. A new Section 1.14A shall be inserted
------------------
after Section 1.14, as follows:
1.14A "SE Server Software" means that portion of the Server
------------------
Software designated in the Documentation as SolutionExplorer
Software.
1.8 Grant of License. Section 2.2 shall be amended by its
----------------
deletion, and by the substitution of the following. (These amendments
incorporate the changes made by the Second Amendment to the License
Agreement, dated as of September 26, 1997.)
2.2 Grant of License. Subject to the provisions of this
----------------
Agreement, Primus grants to Licensee a non-exclusive, non-
transferable license, without right to sub-license, to: (i)
during the License Term, (a) reproduce, distribute and install
the Server Software at Licensed Sites on the then current number
of Authorized Servers, (b) reproduce, distribute and install the
Client Software on up to the then current number of Authorized
Workstations, and (c) assign personal user IDs and linked
passwords, as appropriate, to up to the then current number of
individual Authorized SE Users that will (and subsequently do)
regularly use the applicable Software as part of their everyday
duties during the License Term; (ii) during the License Term, use
and allow Authorized SB Users to use the Client Software on up to
the then current number of Authorized Workstations; (iii) during
the License Term, use and allow up to the then current number of
Authorized Users to use the Server Software on Licensee's
Authorized Server(s); (iv) during the License Term, (a) use and
allow Authorized Users to use the Documentation in conjunction
with their use of the Software, (b) modify those portions of the
Documentation consisting of the training manuals, by modifying
Primus' generic content standard and process documents as
necessary to meet Licensee's internal training needs, provided
however, that Primus shall retain and Licensee hereby assigns to
Primus all and any ownership rights in and to all such
modifications, and provided further, that such modifications
shall be deemed to be Documentation under this Agreement, to the
effect that Licensee has the same rights to use the modifications
as apply to the rest of the Documentation, and provided further,
that Primus shall not disclose or use for its own account any
information of Licensee contained in such modifications that is
"Confidential Information" of Licensee under that certain Non
Disclosure Agreement dated as of June 7, 1996, between Licensee
and Primus, and (c) make one paper copy of those portions of the
Documentation consisting of the Software user manuals for each
Authorized Workstation and two paper copies for each Authorized
Server; (v) during the License Term, use the Trademarks solely in
copies of the Software and Documentation made and distributed in
accordance with this Agreement, and (vi) during the License Term,
modify the SolutionPublisher and Solution-Explorer configuration
files, solely to customize the SolutionPublisher and
SolutionExplorer Software to Licensee's presentation standards.
3
Xx. Xxxxxxxx Xxxxxxx
3Com Corporation
August 27, 1998
Page 4
1.9 Software Use By Authorized Users. Section 2.3.3 shall be
--------------------------------
amended by the deletion of the first and last sentences.
1.10 Performance Warranty. Section 4.1.2 shall be amended by the
--------------------
insertion after "Exhibits to this Agreement" of " ,that the Software will
scale to meet Licensee's reasonable user requirements, including without
limitation that the Software will scale to the actual number of Authorized
Users using the Software in production. Primus further warrants to
Licensee that versions 3.0 and subsequent versions of the Software will not
malfunction at any time as a result of the transition from the year 1999 to
the year 2000, or upon any other date transitions that occur between the
execution of this Agreement and the year 2010, and that the Software will
continue to process all date and time data with consistency and accuracy
after December 31, 1999 as it did before December 31, 1999."
The second sentence of Section 4.2 shall be amended by the
substitution of "ninety (90)" for "thirty (30)".
1.11 Intellectual Property Warranty. Section 4.1.3 shall be
------------------------------
amended by the addition of the following sentence at its end: "Primus
warrants to Licensee that, to the actual knowledge of employees of Xxxxxx
at director level and senior, the Software does not infringe any valid
third party copyright, patent, trademark, trade secret or other
intellectual property right arising under the laws of any country in which
Licensee uses the Software in accordance with this Agreement."
1.12 Exhibit A-1. A new Exhibit A-1 shall be added, in the form
-----------
attached as Exhibit 1 to this letter.
2. The Support Agreement shall be amended as specified below.
2.1 High Priority Response Goal. The second sentence of the
---------------------------
second paragraph of Section 2.3, headed "High Priority", shall be amended
-------------
in its entirety to read: "Response Goal: Endeavor to provide a Fix or
Workaround within twenty-four (24) hours of Customer's report of the
problem (notwithstanding the provisions of Section 2.4 below)".
2.2 Patches. Section 2.4 shall be amended by the addition of the
-------
following proviso at the end of the first sentence: "provided always,
however, that where Primus cannot determine a viable Workaround for an
Error, Xxxxxx shall use all commercially reasonable efforts to provide
Customer with a Fix."
2.3 Upgrades. Section 2.4 shall be further amended by the
--------
addition at its end of the following:
Upon shipment to Customer of any Major Release, Maintenance
Release, New Version or Fix (collectively, an "Upgrade"), Primus
shall be deemed to have repeated the warranties in Section 4 of
the License Agreement with respect to the Upgrade; provided
always, however, that if any Upgrade fails to comply
4
Xx. Xxxxxxxx Xxxxxxx
3Com Corporation
August 27, 1998
Page 5
with the warranties under Sections 4.1.1 or 4.1.2 of the License
Agreement, and Primus exercises its rights to terminate under the
performance remedy specified in Section 4.2 of the License Agreement,
then Primus need only refund to Customer all of the most recent annual
support and maintenance fee attributable to the development of the
non-compliant Upgrade, together with a pro-rated amount of the annual
fee reflecting the unused portion of the annual support and
maintenance term. Except to the extent of this proviso, Section 4.2
and the other provisions of section 4 of the License Agreement shall
be fully applicable.
2.4 Conditions to Coverage. Section 3.1, sub-clause (2) shall be
----------------------
amended in its entirety to read as follows: " 2) all Licensed Program(s)
to be covered by this Agreement are the then current Licensed Programs
furnished by Xxxxxx; provided, however, that if any current Licensed
Program does not does not conform to the warranties set forth in Sections
4.1.1 and 4.1.2 of the License Agreement, then the Licensed Programs to be
covered by this Agreement shall include the next most recent Licensed
Program."
2.5 Exhibit A-1. A new Exhibit A-1 shall be added, in the form
-----------
attached as Exhibit 2 to this letter.
3. Except as expressly stated in Sections 1 and 2 above, each of the
License Agreement and the Support Agreement shall remain unaltered and in
full force and effect.
Please indicate your agreement to the terms of this letter by executing the
enclosed duplicate in the space provided below. This letter shall be effective
as of August 28, 1998. The terms offered by this letter shall expire at close of
business on August 30, 1998, unless 3Com has accepted them in writing by
executing the duplicate.
Sincerely,
/s/ Xxxxxxx X. Xxxxxx
Xxxxxxx X. Xxxxxx
President and Chief Executive Officer
Primus Knowledge Solutions, Inc.
AGREED AND ACCEPTED:
3COM CORPORATION DATED: August 28, 1998
---------
By: /s/ (signature illegible)
--------------------------
--------------------------
Its:
-------------------------
5
EXHIBIT 1
---------
PRIMUS KNOWLEDGE SOLUTIONS, INC.
SOFTWARE LICENSE AGREEMENT
EXHIBIT A-1
PRODUCT AND FEE SCHEDULE
Order
-----
-----------------------------------------------------------------------------------------------------------------------------------
Product Language # Authorized # Authorized Users # Authorized Distribution Price Per Total Fees
Workstations Users Users Term Workstation/User (US $)
(personal ID) (concurrent) (US $)
-----------------------------------------------------------------------------------------------------------------------------------
SolutionSeries(TM) English N/A N/A N/A N/A See Note 2
Server
-----------------------------------------------------------------------------------------------------------------------------------
SolutionBuilder(R) English See Note 1 N/A N/A N/A
--------------------------------------------------------------------------------------------------- [*] [*]
SolutionExplorer(TM) English N/A See Note 1 N/A N/A
-----------------------------------------------------------------------------------------------------------------------------------
SolutionPublisher(R) English N/A N/A Unlimited N/A N/A [*]
-----------------------------------------------------------------------------------------------------------------------------------
Total Order Fees N/A See Note 1 See Note 1 [*] N/A N/A $[*]
(US $)
-----------------------------------------------------------------------------------------------------------------------------------
Note 1: Product Flexibility
----------------------------
Licensee has not yet determined the exact number of Authorized Workstations of
SolutionBuilder Software and Authorized Users (personal ID) of SolutionExplorer
Software that it requires, although Licensee has finally determined to make an
aggregate investment in such products in an amount of [*]. Therefore, Licensee
wishes to have, and Xxxxxx is willing to provide Licensee with the flexibility
to substitute Authorized Workstations of SolutionBuilder Software for Authorized
Users (personal ID) of Xxxxxx' SolutionExplorer software, and vice-versa.
Accordingly, Licensee may substitute Authorized Workstations of SolutionBuilder
Software for Authorized Users (personal ID) of SolutionExplorer Software that
Primus has licensed to it under this Exhibit A-1 and this Agreement, on a one-
for-one basis, and vice-versa; provided always, however, that the aggregate
number of Authorized Workstations and Authorized Users (personal ID) of such
Software may not exceed [*].
Note 2: Fees for Authorized Servers.
-----------------------------------
Notwithstanding the provisions of Section 3.1.2, Primus shall not charge
Licensee any fees for (i) Authorized Servers on which Licensee has, in good
faith, installed the Software prior to the date on which Xxxxxx executes this
Exhibit A-1, and (ii) Authorized Servers on which Licensee, in good faith,
installs the Software, the rights to which Licensee has acquired pursuant to
this Exhibit A-1.
Payment Terms. Licensee shall pay Primus the license fees specified above in
-------------
the amounts and on the dates set forth in the table below:
-----------------------------------------------------------------------------------------------------------------------
Payment Amount (US $) Payment Date
-----------------------------------------------------------------------------------------------------------------------
[*] September 28, 1998
-----------------------------------------------------------------------------------------------------------------------
[*] The 30th day following the Enhancement Delivery Date
(as defined below)
-----------------------------------------------------------------------------------------------------------------------
Total US $[*] N/A
-----------------------------------------------------------------------------------------------------------------------
[*] is omitted, confidential material, which material has been separately filed
with the Securities and Exchange Commission pursuant to a request for
confidential treatment.
6
Option Terms For Increasing Licensed Usage Of Software
------------------------------------------------------
Primus hereby grants Licensee an option to acquire additional rights to the
Software, on the terms set forth in Table X below. The provisions of this
option with respect to the SolutionBuilder Software shall supercede the option
rights granted over SolutionBuilder Software in Exhibit A of the License
Agreement:
Table X - Product Fees
-----------------------------------------------------------------------------------------------------------------------------------
Product Language # Authorized # Authorized Minimum Purchase Price Per Total Option
Workstations Users (personal (Authorized Authorized Expiration
Subject to ID) Subject to Workstations/Users) Workstation/ User Date
Option Option (US $)
-----------------------------------------------------------------------------------------------------------------------------------
SolutionBuilder(R) English Unlimited N/A [*] [*] N/A 12/31/1999
-----------------------------------------------------------------------------------------------------------------------------------
SolutionExplorer(TM) English N/A Unlimited [*] [*] N/A 12/31/1999
-----------------------------------------------------------------------------------------------------------------------------------
The options granted above shall be exercised by delivery of an irrevocable
purchase order to Primus for the applicable number of workstations and users
(collectively, "Seats") at the applicable price, on or before the relevant
option expiration date. Licensee shall pay the requisite license fees within
thirty (30) days of the date on which the purchase order is delivered to Primus.
Upon exercise of all or any part of the options, Licensee shall pay support and
maintenance fees upon the number of Seats acquired, at a rate of [*] percent
[*] of the per Seat price, multiplied by the number of Seats acquired.
Support and maintenance services will be subject to the provisions of the
Support and Maintenance Agreement.
Additional Obligations of Primus.
--------------------------------
Primus will deliver the following two additional capabilities for the Software
to Licensee in a general release version on or before March 31, 1999. Primus
shall be solely responsible for determining whether the Software contains such
capabilities, but shall make such determination in good faith and on a
reasonable basis. The date on which Primus delivers such capabilities is
referred to in this Exhibit A-1 as the "Enhancement Delivery Date." On or before
the 30th day following the Enhancement Delivery Date, Licensee shall pay Primus
the License fee balance of [*] US Dollars (US $[*]), as specified in the Payment
Terms table above.
Extended Attributes: The SolutionBuilder, SolutionExplorer, SolutionX(TM) and
SolutionReports applications will be extended to allow the site administrator to
define up to six additional solution attributes. The site administrator will
have the ability to name the attribute as well as define a list of acceptable
values and a default for that attribute. The application user will be presented
with the attributes identified by their given names as well as a default value
and a pull down list of acceptable values for each. The attributes will also be
available for solution query, solution search constraint, SolutionX query and
solution reporting. It will also be possible to set the value of an attribute
as a search constraint from call tracking or from the product selection
mechanism in the SolutionPublisher application. In the SolutionPublisher and
SolutionExplorer applications an option will be available to hide any attribute
on the user interface.
Application Security: Security will be added enabling any solution or statement
to be removed from the end user's view by setting a security attribute
controlling their visibility. A single security attribute will be added to the
SolutionBuilder and SolutionExplorer applications for the purpose of controlling
access to solutions. The site administrator will be able to create up to 64
user security groups via SolutionAdmin. The security attribute will have a pull
down list of all of the user security groups (defined in SolutionAdmin). When
the value of the attribute is set to a group, only users added to that group
will have access to that solution. A users denied access to a secured solution
will be denied access in the following ways: the solution will not be returned
in a solution search, the solution will not be returned in a query, the solution
will not be available if opened by ID, no statements that exist exclusively in
solutions to which a user has no access will be returned in a statement matching
operation.
Technical Assistance. Upon request by Licensee, Primus shall assist Licensee
--------------------
with Licensee's utilization of any of the Software, including any upgrade, on a
time and materials basis, and on such written terms and conditions as may be
reasonably acceptable to each of Primus and Licensee. Primus shall provide such
assistance at a per labor day rate of $[*] for the period ending August 31,
1999. On September 1, 1999 and each anniversary thereof, Primus may increase
such rate by a percentage of the previous
[*] is omitted, confidential material, which material has been separately filed
with the Securities and Exchange Commission pursuant to a request for
confidential treatment.
7
labor day rate that is equal to the percentage increase in the All Cities
Average United States Consumer Price Index (all items, base period 1982-84=100)
for the nearest published one year period preceding that September 1, as
published by the US Department of Labor. Primus shall not mark up any materials
that it obtains for, or provides to Licensee, except with Licensee's prior
written consent.
This Exhibit is hereby approved and accepted:
PRIMUS KNOWLEDGE SOLUTIONS, INC. 3COM CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx By: /s/ (signature illegible)
--------------------------------- ---------------------------------
Xxxxxxx X. Xxxxxx ---------------------------------
Its President and Chief Executive Its
Officer ---------------------------------
Dated: Aug. 28, 1998 Dated: Aug. 28, 1998
------------------------------ ---------------------------------
8
EXHIBIT 2
---------
PRIMUS KNOWLEDGE SOLUTIONS, INC.
SUPPORT AND MAINTENANCE AGREEMENT
EXHIBIT A-1
SUPPORT AND MAINTENANCE FEE SCHEDULE
Support And Maintenance Fees
----------------------------
Licensee shall pay Primus as specified in the table below for support and
maintenance services with respect to the Licensed Programs that Customer
licensed pursuant to Exhibit A-1 to the License Agreement. Licensee shall pay
Primus the applicable fees on or before the dates specified in the table below.
-----------------------------------------------------------------------------------------------------------------------------------
Product Language Software License Support & Annual Support & Payment Terms
License Maintenance Maintenance Fee ---------------------------------------
Fees (US $) Rate* (US $) Payment Date Payment
Amount (US $)
-----------------------------------------------------------------------------------------------------------------------------------
SolutionBuilder(R) English [*] [*] [*]
------------------------------------------------------------------------------------------- September 28, [*]
SolutionExplorer(TM) English 1998
-----------------------------------------------------------------------------------------------------------------------------------
SolutionPublisher(R) English [*] [*] [*]
------------------------------------------------------------------------------------------- September 28, [*]
Total Order Fees N/A [*] N/A [*] 1998
(US $)
------------------------------------------------------------------------------------------------------------------------------------
* Percentage of total license fees
This Exhibit is hereby approved and accepted:
PRIMUS KNOWLEDGE SOLUTIONS, INC. 3COM CORPORATION
By: /s/ Xxxxxxx X. Xxxxxx By: (signature illegible)
--------------------------------- ----------------------------
Xxxxxxx X. Xxxxxx ----------------------------
Its President and Chief Executive Its
Officer -------------------------
Dated: Aug. 28, 1998 Dated: Aug. 28, 1998
_______________ _______________
[*] is omitted, confidential material, which material has been separately filed
with the Securities and Exchange Commission pursuant to a request for
confidential treatment.
9
December 24, 1998
VIA FEDERAL EXPRESS Confidential
-------------------
3Com Corporation
Attn: Xxxx Xxxxxxx
0000 Xxxxxxxx Xxxxx
Xxxxx Xxxxx, XX 00000
Re: Third Amendment to Software License Agreement and Second Amendment to
Support and Maintenance Agreement, dated as of August 28, 1998
(collectively, the "Amendment") Between 3Com Corporation ("3Com") and
Primus Knowledge Solutions, Inc. ("Primus") Delivery of Additional
Capabilities by Xxxxxx
Dear Xxxx:
Introduction
This letter is to confirm our agreement that Primus has fulfilled certain of its
obligations under the Amendment (defined above). Capitalized terms not
otherwise expressly defined in this letter shall have the meaning ascribed to
them in the Software License Agreement, dated as of June 27, 1997, between
Primus and 3Com, as amended (the "Software License Agreement").
Primus' Obligations To Deliver Certain Enhancements
Under the Amendment, Primus is obligated to deliver to 3Com on or before March
31, 1999 certain enhancements to the Software, as specified in the two
paragraphs immediately below (collectively, the "Additional Obligations")
"Extended Attributes: The SolutionBuilder, SolutionExplorer, SolutionX(TM)
-------------------
and SolutionReports applications will be extended to allow the site
administrator to define up to six additional solution attributes. The site
administrator will have the ability to name the attribute as well as define
a list of acceptable values and a default for that attribute. The
application user will be presented with the attributes identified by their
given names as well as a default value and a pull down list of acceptable
values for each. The attributes will also be available for solution query,
solution search constraint, SolutionX query and solution reporting. It
will also be possible to set the value of an attribute as a search
constraint from call tracking or from the product selection mechanism in
the SolutionPublisher application. In the SolutionPublisher and
SolutionExplorer applications an option will be available to hide any
attribute on the user interface.
Application Security: Security will be added enabling any solution or
--------------------
statement to be removed from the end user's view by setting a security
attribute controlling their visibility. A single security attribute will
be added to the SolutionBuilder and SolutionExplorer applications for the
purpose of controlling access to solutions. The site administrator will be
able to create up to 64 user security groups via SolutionAdmin. The
security attribute will have a pull down list of all of the user security
groups (defined in
3Com Corporation
December 24, 1998
Page 2 of 2
SolutionAdmin). When the value of the attribute is set to a group, only
users added to that group will have access to that solution. A users denied
access to a secured solution will be denied access in the following ways:
the solution will not be returned in a solution search, the solution will
not be returned in a query, the solution will not be available if opened by
ID, no statements that exist exclusively in solutions to which a user has
no access will be returned in a statement matching operation."
Primus' Fulfillment Of Its Obligations
Based upon the enhancements to the Software that Xxxxxx has delivered to 3Com
(the "Enhancements"), and the results of tests performed by 3Com on the
Enhancements, Xxxxxx has determined that it has fulfilled the Additional
Obligations as of the date of this letter. 3Com agrees with Xxxxxx'
determination.
Confirmation Of Certain Rights Of 3Com With Respect To The Enhancements
Each of 3Com and Primus acknowledge that (i) the Enhancements constitute
Software under the Software License Agreement; (ii) the warranty provisions of
the Software License Agreement apply to the Enhancements; and (iii) Primus is
obligated to provide 3Com with technical support and upgrades relating to the
Enhancements pursuant to the Support and Maintenance Agreement, dated as of June
27, 1997, between Primus and 3Com, as amended.
Please indicate your agreement to the terms of this letter by executing the
enclosed duplicate in the space provided below.
Sincerely,
PRIMUS KNOWLEDGE SOLUTIONS, INC.
By: /s/ Xxxxxxx X. Xxxxxx
--------------------------------
Xxxxxxx X. Xxxxxx
--------------------------------
Its: President & CEO
--------------------------------
AGREED AND ACCEPTED:
3COM CORPORATION DATED: 12/24/98
---------
By: /s/ Xxxxxxxx Xxxxxxx
--------------------------------
Director Application Development
--------------------------------
Its:
--------------------------------
