Mackenzie Smith Lewis Michell & Hughes, llp

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COUNSEL

June 2, 2000

Professor Benjamin Ware

Vice-President for Research

Syracuse University

304 Tolley Administration Building

Syracuse, NY 13244-1100

John Fraser

Director, Technology Transfer

Office of Research

The Florida State University

109 Westcott Building

Copeland Avenue

Tallahassee, FL 32306-1431

Gentlemen:

Following up on my letter to WebWisdom of May 16, 2000 which was copied to you, enclosed you will please find WebWisdom's reply. Dr. Fox feels that it is urgent to clarify the situation. In particular Dr. Fox is concerned about his Ph.D. students, especially his Syracuse students. Their intellectual and fiscal support appears to require a basic agreement on intellectual property. Dr. Fox is willing to make major sacrifices to reach an agreement. This includes starting from scratch all his work at FSU in the education area. However, this only makes sense if it is accompanied by a clear agreement covering the work of both him and his students.

Although Dr. Fox has changed his research plans to accommodate the license to WebWisdom.com, we are concerned that WebWisdom.com may be unwilling to clarify the terms especially in light of WebWisdom.com's claim of rights to software which did not exist at the time the original license was signed. Further, there were others who played a major role in the design and development of some of the software claimed by WebWisdom.com, and some of the software is still very much a "work in progress" (i.e., research). More precisely, Dr. Fox has no interest in the new LecCorder software but wishes to clarify the status of software AudioEdit that he wrote in the fall of 1995. This is a non-commercial quality Perl Scripts but of similar functionality to LecCorder. Secondly, WebWisdomNT is largely a professional rewrite (funded entirely by NPAC) of the original WebWisdom Foil system which is actually the technology discussed in the original license. Every line of WebWisdom Foil system was written by Dr. Fox (in Perl). We had suggested that given the origins of WebWisdom NT, a non-exclusive license would be appropriate here.

WebWisdom.com mentions "shared JavaScript". Essentially, Dr. Fox has personally written the major shared JavaScript produced by NPAC. However, this is very much "work in progress" and none of the recent software has been used much in practice as it is sensitive to browser problems.One expects new browsers (Navigator 6) to be helpful but this AOL software is still not of production quality. We note that Dr. Fox's JavaScript source is freely available on the web as this is the nature of the way this interpreted software is used. That is why we suggested putting it in the public domain. We feel that WebWisdom.com could not claim a license to a language "JavaScript" but needs to be more speciric. Currently WebWisdom.com has explicitly indicated no interest in the major piece of JavaScript (WebWisdom delivery system) in its original disclosure. The situation is further confused by the "WebWisdom patent"-- applied for in August 1990 by S.U.-- where there is, we feel, a rather inaccurate description of much of this new software and its inventors, as we have documented to S.U. and its attorneys. These problems were called to S.U.'s attention in letters dated February 2, 2000 and February 25, 2000.

We believe that the original strategy of issuing a clarifying license amendment is in everybody's best interest. Dr. Fox's FSU research plans had been based on the draft amendment sent to him by Syracuse University and clarifying e-mail from Dr. Ware and Karin Carey. Dr. Fox's proposal of "re-writing most software from scratch" needs specific agreement which is clear in its implementation.

While we have endeavored to clarify issues with WebWisdom, it appears that such a clarification will not be forthcoming. We are most anxious that the current Ph.D. candidates at Syracuse University receive the fiscal and other support which is necessary for them to complete their programs. Dr. Fox has made certain proposals concerning arrangements for these students that will assist their completion of the programs and would thus like to have direct communication between him and the two universities to clarify.

Very truly yours,

MACKENZIE SMITH LEWIS MICHELL & HUGHES, LLP

Carter H. Strickland

CHS:rjc