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COUNSEL

June 2, 2000

James D. Dati, Esq.

Bond, Schoeneck & King, LLP

One Lincoln Center

Syracuse, NY 13202-1355

Re: WebWisdom.com LLC – Geoffrey Fox

Dear Jim:

Thank you for your letter of May 23, 2000. Dr. Fox does not need a sub-license from WebWisdom. We note that several of the technologies you list (LecCorder, WebWisdomNT and the undefined shared "JavaScript") are not explicitly mentioned in the current license and further the current license does not address derivative works. WebWisdom was granted commercial rights to some software, so we assumed that WebWisdom.com and Syracuse University would want to clarify exactly what is licensed to WebWisdom.com. The details of these commercial licenses are of course a matter between WebWisdom.com and Syracuse University. In fact, the reason for my correspondence to you was based on a draft amended license sent to us by the University.

In any event, your letter clarifies products not covered by the License Agreement. As indicated, Dr. Fox has no interest in being a sub-licensee under the License Agreement and does not feel that a sub-license is needed for him to extend, modify or use the "licensed technology" for research and educational purposes. In that regard, it is for his employers, Florida State University and Syracuse University, to work out and this he will pursue directly with the two universities.

As with your past letters, you also obliquely allude to Dr. Fox somehow "impeding, detracting from or negatively affecting the company's business goals". I have tried to assure you several times that that is not the case and unless some specific instance is given, I will not further respond to such unsubstantiated charges.

Very truly yours,

MACKENZIE SMITH LEWIS MICHELL & HUGHES, LLP

Carter H. Strickland

CHS:rjc