CEPSTRAL, LLC 
CEPSTRAL FOR TELEPHONY 
END USER LICENSE AGREEMENT

IMPORTANT  NOTICE  -  Please  read  this  AGREEMENT  carefully  before
accessing  the CEPSTRAL  voice  module software,  language lexicon  or
synthesis  engine THAT  YOU SELECTED  FROM THE  PURCHASE PAGE  (each a
"Product").  If you agree to THE TERMS OF THIS AGREEMENT, PLEASE enter
"yes" to acknowledge your consent and intention to be legally bound by
the terms  of this  agreement.  If  you do not  agree with  the terms,
enter "no,"  and you will  exit the installer.  Cepstral  reserves the
right  to change  any of  the terms  or conditions  of  this Agreement
without prior  notice.  Your express acceptance or  Your continued use
of the  Product shall  constitute Your acceptance  to be bound  by the
terms and conditions of the revised Agreement.

1. LICENSE.  Subject  to the terms and restrictions  set forth in this
Agreement,  Cepstral, LLC  ("Company"), hereby  grants you  a limited,
non-exclusive,  non-transferable,  limited license to utilize a single
instance of  the Product for which  you have purchased  a license from
the  Company  and the  audio  output  that  results from  the  Product
("Audio")  for personal  or internal  business use  in a  telephone or
telecommunications system  only.  The  Company retains full  title and
all  intellectual  property  rights  to  the Product  and  Audio,  and
reserves all  rights not expressly  granted to you in  this Agreement.
Except for the license provided  above, the Company does not grant you
any  license, by  implication or  otherwise,  to use  or download  the
Product, or Audio, or any  license rights in any intellectual property
rights owned by or licensed to the Company.

2. RESTRICTIONS ON  USE AND TRANSFER.  The Product  may not be copied.
You  may  not  resell,  sublicense, assign,  transfer,  distribute  or
disclose the Product or any rights to use it, either in whole or part,
to any third party. You may not modify the Product in any manner.  The
license granted above is an object code license only and no rights are
granted to you  in regards to the source code  of the Product.  Except
as  provided in  this  Agreement, you  shall  not resell,  sublicense,
assign,  transfer   or  distribute  the  Audio  to   any  third  party
(regardless  of  whether  such   distribution  is  for  commercial  or
noncommercial purposes).  You may not  decompile, disassemble, reverse
engineer  or otherwise  manipulate the  Product  so as  to derive  its
source code.

3. CONFIDENTIALITY.  You recognize that  the Product, and all data and
materials  provided   by  the   Company  with  the   Product,  contain
confidential  and proprietary  trade  secrets that  are  owned by  the
Company ("Confidential  Information"). You  agree not to  disclose, or
permit  any  third  party  or  entity  access  to,  such  Confidential
Information without prior written  permission of the Company.  Without
limiting  the  foregoing,  you   agree  to  protect  the  Confidential
Information with  commercially reasonable procedures that  are no less
restrictive than the strictest procedures  you use to protect your own
confidential  information.  You  shall  insure that  any employee  who
receives  access to  the Product  is advised  of the  confidential and
proprietary  nature thereof.   You shall  only provide  access  to the
Product to those  of your employees who require  access to the Product
to carry out the purposes contemplated under this Agreement.  Upon the
termination of  this Agreement for  any reason, you shall  destroy all
copies of the Product  and Confidential Information in your possession
and  promptly   provide  to  Company  written   confirmation  of  such
destruction.

4. TERM.  The term of  this Agreement becomes effective when you agree
to  this Agreement  by entering  "yes" below  or when  you  access the
Product or  any portion thereof,  whichever occurs earlier,  and shall
remain in effect until terminated  by you, until the expiration of the
term  for  which  you have  paid  a  license  fee,  or pursuant  to  a
termination as set forth in  this Section 4, whichever occurs earlier.
This Agreement will terminate automatically if you fail to comply with
any of its terms or  conditions, including, without limitation, if you
make any attempt  to download or transfer or disclose  any copy of the
Product or any portion thereof to  another party. Sections 2, 3, 5, 6,
7, 8,  9 and 10  shall survive the  termination of this  Agreement for
whatever reason.

5. WARRANTY.  Company does not warrant that the functions contained in
the Product will  meet your requirements or that  the operation of the
Product  will  be uninterrupted  or  error-free.   THE COMPANY  HEREBY
DISCLAIMS  ALL WARRANTIES,  EXPRESS OR  IMPLIED, WITH  RESPECT  TO THE
PRODUCT  AND   AUDIO,  INCLUDING,  WITHOUT   LIMITATION,  ANY  IMPLIED
WARRANTIES  OF MERCHANTABILITY  FITNESS  FOR A  PARTICULAR PURPOSE  OR
NONINFRINGMENT.  Some  jurisdictions do  not  allow  the exclusion  of
implied warranties, so the above exclusion may not apply to you.  This
license gives you  specific legal rights, and you  may also have other
rights which vary from jurisdiction to jurisdiction.

6. NO  LIABILITY.  IN  NO EVENT  SHALL THE COMPANY  BE LIABLE  FOR ANY
DAMAGES WHATSOEVER FOR USE OF THE PRODUCT OR AUDIO, INCLUDING, WITHOUT
LIMITATION,  DIRECT, CONSEQUENTIAL, INCIDENTAL  OR SPECIAL  DAMAGES OR
DAMAGES   FOR  LOST   PROFITS  OR   LOSSES  RESULTING   FROM  BUSINESS
INTERRUPTION  OR LOSS OF  DATA, REGARDLESS  OF THE  FORM OF  ACTION OR
LEGAL  THEORY UNDER  WHICH  THE  LIABILITY MAY  BE  ASSERTED, EVEN  IF
ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES.

7. THE LIMITATIONS SET FORTH IN SECTION 6 ABOVE ARE INDEPENDENT OF ANY
LIMITED  REMEDY  AND  SHALL  APPLY  NOT WITHSTANDING  ANY  FAILURE  OF
ESSENTIAL  PURPOSE  OF ANY  LIMITED  REMEDY  OR  THIS AGREEMENT.  Some
jurisdictions do  not allow the  limitation or exclusion  of liability
for incidental  or consequential damages,  so the above  limitation or
exclusion may not apply to you.

8. EXPORT.   You will  not knowingly export  or transmit  the Program,
directly or  indirectly, to any  restricted countries or in  any other
manner that would violate United  States laws and regulations as shall
from time to time govern the license and delivery of technology abroad
by persons subject to the jurisdiction of the United States, including
the  Export Administration  Act of  1979, as  amended, and  any export
regulations issued there under.

9. MISCELLANEOUS.   If any provision of  this Agreement is  held to be
invalid or  unenforceable under any circumstances,  its application in
any other circumstances and the remaining provisions of this Agreement
shall not be affected. This  Agreement shall be governed and construed
in  all respects  by the  laws  of the  Commonwealth of  Pennsylvania,
without giving  effect to principles  of conflict of laws  which would
result in  the application of  the laws of another  jurisdiction.  The
federal  and state  courts sitting  in Pittsburgh,  Pennsylvania shall
have proper and  exclusive jurisdiction and venue with  respect to any
disputes arising out of this Agreement.

10.  ENTIRE  AGREEMENT.   By  entering "yes"  below  or accessing  the
Product or  any portion  thereof acknowledges that  you have  read and
understood this Agreement, and that you agree to be bound by its terms
and  restrictions.   You further  agree  that  this  Agreement is  the
complete and exclusive agreement between you and the Company REGARDING
THE  PRODUCT and  audio,  and  supersedes any  prior  ORAL OR  WRITTEN
UNDERSTANDINGS.  No distributor, sales representative, or other person
is  authorized  to modify  this  Agreement  or  to make  any  warranty
REGARDING THE PRODUCT.  You  acknowledge that, in providing you access
to and use of the Product,  COMPANY has relied on your agreement to be
bound by the terms of this Agreement.
