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February 3, 2000

Professor Benjamin Ware

Vice-President for Research

Syracuse University

304 Tolley Administration Building

Syracuse, NY 13244-1100

Re: Dr. Geoffrey Fox

Dear Professor Ware:

This office represents Dr. Geoffrey Fox and is assisting him in making an orderly and amicable transition from Syracuse University. In that regard, we feel that the following issues should be addressed and discussed:

1. Meaning of License Agreement and proposed amendment to said Agreement between the University and WebWisdom.com. These agreements could be subject to several interpretations. Dr. Fox feels that it is critical that he is able to continue to do his research without any impediments and would like the License Agreements to make this clear. He believes that distinction between polished software reduced to practice and research software is not as black and white as license suggests. Rather there is a critical grey area where one can guess the result (correctly often if you are experienced) but need research to refine ideas. The license does not address this issue, e.g., are you licensing his guesses (which are freely published)?

2. Trademarks and prior scholarship which you are investigating. Should no resolution be quickly reached, Dr. Fox feels that the same should be addressed in the proposed amendment to the License Agreement.

3. Patents - issue 1. Syracuse University is employing a lawyer to prepare a potentially important patent in the area where much of his personal detailed work has been. However this lawyer is now asking him urgently to sign something even though all agree that both content of patent and list of inventors is incomplete. Is this wise?

4. Patents - issue 2. The patent (especially with its proposed extensions) includes ideas clearly reduced to practice and those which he thinks are almost certainly correct but where the ideas need much more research to refine. Dr. Fox would like to pursue this research but is worried that inclusion of ideas in patents automatically gives them status of "reduction to practice" and hence effectively renders research problematical given the current license.

Very truly yours,

MACKENZIE SMITH LEWIS MICHELL & HUGHES, LLP

Carter H. Strickland

CHS:rjc