License Agreement

PERFORMANCE ENDPOINT SOFTWARE

Grant of License.  NetIQ Corporation ("NetIQ") is
licensing (not selling) the enclosed software (the
"Software") to you in object code form. Subject to the terms
of this Agreement, you have the non-exclusive,
non-transferable right to do the following: (a) install the
Software on an unlimited number of computers; (b) use and
operate the Software on an unlimited number of computers,
each operating on a compatible platform as set forth with the
applicable Software, running with a copy of Chariot(R) Console,
Pegasus(TM), End2End Performance Monitor, Chariot(R) VoIP
Assessor, VoIP Manager, or Qcheck software; (c) make multiple
copies of the Software for the purposes contemplated above,
as well as for backup and archival purposes, provided that
you also keep the original copy of the Software in your
possession; and (d) use the documentation contained in
this package (the "Documentation") during the term of this
Agreement in support of your use of the Software.  You are
permitted to use and operate the Software licensed hereunder
solely in conjunction with Chariot Console, Pegasus, End2End
Performance Monitor, Chariot VoIP Assessor, VoIP Manager,
or Qcheck software licensed from NetIQ.

Protection of Software.  You agree to take all reasonable
steps to protect the Software and Documentation from
unauthorized copying or use.  The Software and Documentation
represent and contain certain copyrighted materials, as well
as trade secrets and other valuable proprietary information
of NetIQ and/or its licensors.  The source code and
embodied proprietary information and trade secrets are not
licensed to you, and any modification, addition or deletion
is strictly prohibited.  You agree not to disassemble,
decompile, or otherwise reverse engineer the Software, or
examine network flows or related flow methodology employed by
the Software, in order to discover the source code or other
proprietary information and trade secrets contained in the
Software.

Restrictions.  You agree that you may not: (a) use, copy,
merge or transfer copies of the Software or the
Documentation, except as specifically authorized in this
Agreement; (b) use any permitted copy of the Software (or
permit any third party to use such copy) for any purpose
other than as authorized by this Agreement; or (c) rent,
lease, sublicense, distribute, transfer, modify or timeshare
the Software, the Documentation or any of your rights under
this Agreement, except as expressly authorized in this
Agreement.

Ownership.  NetIQ and its licensors own all rights of
authorship, including copyright and all patent rights, in and
to the Software and the Documentation.  NetIQ continues to
own the copy of the Software contained in this package and
all other copies that you are authorized by this Agreement to
make (all such authorized copies being expressly included in
the term "Software," as used in this Agreement).  You shall
own only the magnetic or other physical media on which the
Software is recorded.  NetIQ and/or its licensors reserve
all rights, including copyright and patent rights, not
expressly granted to you in this Agreement.

Term.  You may terminate this Agreement by destroying or
returning the Software and Documentation and all copies
thereof.  This Agreement will also terminate if you fail to
comply with any term or condition of this Agreement.  You
agree, upon any such termination by NetIQ, to destroy all
copies of the Software and Documentation or return them,
postage prepaid, to NetIQ at the address set forth below.

LIMITED WARRANTY

Compatibility.  The Software is only compatible with certain
operating systems.  THE SOFTWARE IS NOT WARRANTED FOR
NON-COMPATIBLE SYSTEMS.  Please consult the specifications
contained in the accompanying user Documentation for more
information concerning compatibility.

Magnetic Media and Documentation.  NetIQ warrants that if
the magnetic media or Documentation are in a damaged or
physically defective condition at the time that the license
is purchased and if they are returned to NetIQ (postage
prepaid) within 90 days of purchase, NetIQ will provide
you with replacements at no charge.

Software.  THE SOFTWARE IS BEING PROVIDED TO YOU "AS IS" AND
NETIQ MAKES NO REPRESENTATIONS OR WARRANTIES, EITHER
EXPRESS OR IMPLIED.  BY WAY OF EXAMPLE, BUT NOT LIMITATION,
NETIQ MAKES NO REPRESENTATIONS OR WARRANTIES OF
MERCHANTABILITY, TITLE OR FITNESS FOR ANY PARTICULAR PURPOSE.
IN NO EVENT SHALL NETIQ BE RESPONSIBLE FOR ANY INCIDENTAL
OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS
OF DATA OR LOST PROFITS AS A RESULT OF YOUR USE OF, OR
INABILITY TO USE, THE SOFTWARE, EVEN IF NETIQ IS MADE
AWARE OF THE POSSIBILITY OF SUCH DAMAGES.

This limited warranty gives you specific legal rights.  Some
states do not allow limitations on how long an implied
warranty lasts, or on incidental or consequential damages, so
the above limitations may not apply to you.  You may also
have other legal rights, which vary from state to state.

Limitation of Remedies.  NetIQ's entire liability and your
exclusive remedy under this Agreement are limited to replacement
of the Software.

Responsibilities of Licensee.  As a licensee of the Software,
you are solely responsible for the proper installation and
operation of the Software in accordance with the instructions
and specifications set forth in the Documentation.  NetIQ
shall have no responsibility or liability to you, under the
limited warranty or otherwise, for improper installation or
operation of the Software.  Any output or execution errors
resulting from improper installation or operation of the
Software shall not be deemed "defects."

GENERAL PROVISIONS

Governing Law.  This License shall be governed by and construed
in accordance with the laws of the United States and the State
of California, as applied to agreements entered into and to be
performed entirely within California between California residents,
except as to copyright and trademark matters governed by United
States Laws and International Treaties.

Entire Agreement.  This Agreement sets forth the entire
understanding between you and NetIQ with respect to the
subject matter hereof.  This Agreement may be amended only in
writing signed by NetIQ and by you.  Nothing contained in
any purchase order, acknowledgment, invoice or other form
submitted by you in connection with the license of the
Software shall amend or affect the provisions of this
Agreement.  NO VENDOR, DISTRIBUTOR, DEALER, RETAILER, SALES
PERSON OR OTHER PERSON IS AUTHORIZED TO MODIFY THIS AGREEMENT
OR TO MAKE ANY WARRANTY, REPRESENTATION OR PROMISE WHICH IS
DIFFERENT THAN, OR IN ADDITION TO, THE REPRESENTATIONS OR
PROMISES OF THIS AGREEMENT.

Patents.  United States Patent Numbers 5,838,919, 5,881,237,
5,937,165, and 6,061,725.  Other patents pending.

Government User.  Rights in Data: If procured by, or provided
to, the U.S. Government, use, duplication, or disclosure of
technical data is subject to restrictions as set forth in FAR
52.227-14(g)(2), Rights in Data-General (June 1987); and for
computer software and computer software documentation, FAR
52.227-19, Commercial Computer Software-Restricted Rights
(June 1987).  However, if under DOD, use, duplication, or
disclosure of technical data is subject to DFARS
252.227-7015(b), Technical Data-Commercial Items (June 1995);
and for computer software and computer software
documentation, as specified in the license under which the
computer software was procured pursuant to DFARS
227.7202-3(a).  Licensee shall not provide Software nor
technical data to any third party, including the U.S.
Government, unless such third party accepts the same
restrictions.  Licensee is responsible for ensuring that
proper notice is given to all such third parties and that the
Software and technical data are properly marked.

Export.  Export of the Software and the Documentation outside
of the United States is subject to the Export Administration
Regulations of the Bureau of Export Affairs, United States
Department of Commerce. In the event you desire to export the
Software outside the United States, the Software shall at all
times remain subject to the terms of this Agreement, and you
agree to be responsible, at your own expense, for complying
with all applicable regulations governing such export.
NetIQ makes no warranty relating to the exportability of
the Software to any particular country.

Country-Specific Legal Terms.  The following terms apply only
to Software that is licensed for use in the referenced
country, where the referenced country is also the Governing
Law:

Australia.  To the maximum extent permitted by applicable
law, subject to any provision of this Agreement, the limited
warranties given by NetIQ herein are exclusive and are in
lieu of all other warranties and conditions whatsoever,
whether express, implied or statutory.  Notwithstanding any
other provision herein, if anything arising out of or
connected with this Agreement constitutes a supply of goods
or services to a consumer, then you may have the benefit of
certain rights or remedies pursuant to the Trade Practices
Act and similar state and territory laws in Australia, in
respect of which liability may not be excluded or restricted
and nothing in this Agreement will have the effect of so
excluding or restricting those rights or remedies.  Insofar
as such liability may not be excluded, then to the maximum
extent permitted by law such liability is limited, at
NetIQ's exclusive option, to either replacement of the
Software or correction of defects in the Software.  Nothing
in this Agreement is intended to prejudice, or have the
effect of prejudicing, any rights NetIQ may have under
Australian law or of the States of Australia which cannot
legally be excluded or restricted and the terms of this
Agreement must be read accordingly.

Austria, Germany, and Switzerland.  The limitations and
exclusions specified in this agreement will not apply to
damages caused by NetIQ with intention or gross
negligence.  NetIQ is liable for assured characteristics.

Indonesia.  To the extent necessary to implement the
termination provisions of this Agreement, each of the parties
hereby waives any right or obligation, it or the other party
may have under applicable law or regulation, including
without limitation Article 1266 of the Indonesian Civil Code,
to request or obtain the approval, order decision or judgment
of any court to terminate this Agreement.

Ireland.  No statement in this Agreement shall affect the
statutory rights of consumers.

Japan.  In addition to NetIQ's express disclaimers of
liability in the Agreement, NetIQ is not liable for
damages which have arisen through special circumstances.

New Zealand.  Where products or services are not acquired for
the purposes of a business as defined in the Consumer
Guarantees Act 1993, the limitations of liability in this
Agreement are subject to the limitations in that Act.

United Kingdom.  The limitation of liability in this
Agreement will not apply to claims for death or personal
injury or physical damage to your tangible property caused by
the negligence of NetIQ or to any breach of NetIQ's
obligations implied by Section 12 of the Sales of Goods Act
1979 or Section 2 of the Supply of Goods and Services Act
1982.

Waiver.  No waiver of any right under this Agreement shall be
effective unless in writing, signed by a duly authorized
representative of NetIQ.  Failure to insist upon strict
compliance with this Agreement shall not deem to be a waiver
of any future right arising out of this Agreement.

Severability.  If any provision of this Agreement is held by
a court of competent jurisdiction to be invalid or
unenforceable, such provision shall be fully severable, and
this Agreement shall be construed and enforced as if the
illegal, invalid or unenforceable provision had never been a
part of this Agreement.

If you have any questions concerning this Agreement, please
contact:

  NetIQ Corporation
  1100 Perimeter Park Drive, Suite 104
  Morrisville, North Carolina  27560 U.S.A.
  Telephone: 919-469-0997
  Facsimile: 919-469-5553
