EXHIBIT 10.5
THIS AGREEMENT dated the 31st day of July, 2000
BETWEEN:
Belcarra Messaging Corp.,
a company incorporated in the Province of British Columbia, Canada and the
Registered Office of which is at 220-1024 Ridgeway Avenue, Coquitlam, BC V3J 1S5
Canada.
(hereinafter referred to as the "Vendor")
AND:
POPstar Global Communications Inc.,
an International Business Company incorporated in British Virgin Islands and the
Registered Office of which is at KPMG Centre, Tropic Isle Building, P.O. Box
3443, Road Town, Tortola, British Virgin Islands.
(hereinafter referred to as the "Purchaser")
AND:
POPstar Communications, Inc.,
a company incorporated in the State of Nevada, U.S.A. and the Registered Office
of which is at 3675 Pecos McLeod, Suite 1400, Las Vegas, Nevada 89121-3881
U.S.A.
(hereinafter referred to as the "POPstar")
WHEREAS
A. The Vendor and its principals possess certain expertise and intellectual
property relating to Internet Messaging; and
B. The Purchaser wishes to pursue certain product development involving
Internet Messaging; and
C. The Vendor and the Purchaser entered into a Letter of Intent on June 30,
2000 for the transfer by the Vendor to the Purchaser's ownership of certain
intellectual property listed herein.
NOW THEREFORE, IN CONSIDERATION of the payment of the consideration (the receipt
and sufficiency of which is hereby acknowledged) and the promises and covenants
contained herein and IT IS HEREBY AGREED as follows:
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1. Definitions
In this Agreement, unless the context otherwise requires or expressly
provides, the following words shall have the following meanings
respectively:
"Intellectual Property" means (a) the IMAP mail server software which is
based on Carnegie Mellon University's "Cyrus" IMAP server as modified by
the Vendor, the software being easily implementable into a corresponding
server having capacities exceeding 100,000 users using standard computer
operating platforms; (b) Mail Transfer Agent software technology ("EXIM"
MTA as modified by Fireplug Computers Inc.) providing scalability of
messaging systems (carrying all message types, including fax, voice and
other unified messaging) over a range of thousands of users to many
millions of users and over thousands of domains; (c) Open LDAP, an LDAP
directory tool, incorporated into the MTA software above; and (d) certain
administrative software incorporating Open LDAP, and as developed by Ted
Powell.
"Restricted Common Stock" means up to 20,000 shares of Common Stock of
POPstar issuable to the Vendor as described in Sections 3(ii) and 3(iii)
herein.
"C$" means the lawful currency of Canada.
"US$" means the lawful currency of the United States of America.
In this Agreement, reference to the plural shall include the singular and
vice versa.
2. Sale and Purchase of Intellectual Property
The Vendor shall transfer to the Purchaser the beneficial ownership of and
the exclusive right to use and exploit the Intellectual Property which
shall include the right to use, sell, distribute, license or market the
same on a world wide basis. The Vendor shall transfer to the Purchaser all
proprietary and intellectual property rights, including all rights of
Vendor, if any, in and to trade names, trade marks, service marks,
copyrights, patents, designs and other intellectual property rights
relating to the Intellectual Property. The sale by the Vendor of the
Intellectual Property to the Purchaser shall be exclusive to the extent
that the Vendor shall not grant to any third party (save for Bridgewater
Systems Corporation, The Electric Mail Company Inc. and such other parties
with the prior written approval of the Purchaser) the right to use, copy,
adapt, prepare derivative works of, distribute, sell, lease or otherwise
dispose of, reproduce, reverse-engineer, disassemble, transmit, perform,
display the Intellectual Property, or any portion thereof. Forthwith the
purchase by the Purchaser of the Intellectual Property from the Vendor, the
Purchaser shall have sole and exclusive unfettered discretion in
commercially exploiting the Intellectual Property. The Vendor's existing
license for internal use shall remain in force.
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3. Purchase Consideration
The consideration to be made by the Purchaser to the Vendor for the
purchase of the Intellectual Property shall be as follows:
(i) an initial cash payment of C$35,000.00, payable upon the
Closing of this Agreement;
(ii) 10,000 shares of Restricted Common Stock of POPstar, to be
issued upon the Closing of this Agreement;
(iii) an additional 10,000 shares of Restricted Common Stock of
POPstar, to be issued on January 10, 2001, subject to the
fulfillment of the performance benchmarks set out in Section
5.2 herein; and
(iv) 12 equal monthly payments of C$2,500.00 each, such payments
commencing on the 30th day of the calendar month following
the date of this Agreement.
4. Closing
4.1. Place and Time. Closing of the sale and purchase of the Intellectual
Property shall take place at 107 East 3rd Avenue, Vancouver, BC,
Canada no later than 5:00 p.m. on August 31, 2000, or at such other
place, date and time as the parties hereto may agree in writing.
4.2. Conditions to Closing. Prior to Closing, the following conditions
shall have been satisfied:
4.2.1. The Purchaser shall have entered into a royalty-free licensing
agreement (in a form and on terms no less favourable than the
licensing agreement set out in EXHIBIT A hereto) with Carnegie
Mellon University in respect of the use and resale by the
Purchaser of the IMAP server software developed as part of
Carnegie Mellon University's "Cyrus" IMAP server software which
forms part of the Intellectual Property.
4.2.2. The Seller shall have obtained written release of Ted Powell
and Bridgewater Systems Corporation in form and substance
satisfactory to the Purchaser.
4.3. Deliveries by the Vendor. At the Closing, the Vendor shall deliver or
procure the delivery of the following to the Purchaser:
4.3.1. All source code and documentation developed by or obtained by
the Vendor in conjunction with the Intellectual Property.
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4.3.2. Written releases of Ted Powell and Bridgewater Systems
Corproation in form and substance satisfactory to the Purchaser.
4.4. Deliveries by the Purchaser. At the Closing, the Purchaser shall
deliver or procure the delivery of the following to the Seller:
4.4.1. A cheque, bank draft or money order in the amount of
C$35,000.00 made payable to the Vendor.
4.4.2. A certified copy of an irrevocable instruction by POPstar to
POPstar's share transfer agent instructing the share transfer
agent to issue a certificate for 10,000 shares of Restricted
Common Stock of POPstar in the name of the Vendor.
5. Transitional Development Assistance and Further Performance
5.1. Transitional Development Assistance. The Vendor agrees to provide
transitional development assistance to the Purchaser in connection
with the further development by the Purchaser's personnel for a period
of not less than 12 months. This period may be extended upon mutual,
written agreement between the Vendor and the Purchaser. Payment by the
Purchaser to the Vendor in respect of this transitional development
assistance is set out in Section 3(iv) herein. The transitional
development assistance to be provided by the Vendor shall generally be
adequate to allow the Purchaser's reasonably capable personnel to
proceed with such further development without such further assistance.
The transitional development assistance shall include at least one
monthly in-person review meeting between technical personnel to be
appointed by the Vendor and the Purchaser, the form and venue of such
meeting to be determined between the Vendor and the Purchaser.
5.2. Further Performance. The Vendor warrants that it will deliver to the
Purchaser a working demonstration of mail server "cluster" operation
prior to January 10, 2001, the date by which an additional 10,000
shares of Restricted Common Stock of POPstar, subject to this Section
5.2, are to be issued to the Vendor. For the purpose of this
Agreement, a "cluster" of mail servers shall comprise a plurality of
IMAP or POP-3 mail servers sharing a common e-mail domain address
while appearing to subscribers and external routing entities as a
single, large server. This is facilitated through the use of an
administrative database linking each user to a specific mail server
within the cluster. The working demonstration shall comprise: (i)
administrative registration of subscribers within a cluster, including
assignment of each to a specific mail server; (ii) successful
demonstration of proper routing of e-mail messages to registered
subscribers, to the specific server to which each is assigned; (iii)
successful access to and operation of the specific server by such
registered subscribers. The Vendor must also demonstrate to the
satisfaction of the Purchaser a strategy by which the Purchaser may
extend administrative functions associated with subscriber assignment
to include subscriber reassignment to a
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different mail server within a cluster, without loss of stored
messages or requiring any action or change of procedures on the part
of the subscriber.
6. Representations and Warranties by the Vendor
The Vendor represents and warrants to the Purchaser and POPstar that:
6.1. Organization of the Vendor. The Vendor is a corporation duly
organized, validly existing and in good standing under the laws of the
Province of British Columbia with full corporate power and authority
to execute and deliver this Agreement and to perform its obligations
hereunder. The execution, delivery and performance of this Agreement
have been duly authorized by all necessary corporate action of the
Vendor and this Agreement constitutes a valid and binding obligation
of the Vendor; enforceable against it in accordance with its terms.
6.2. No Conflict as to the Vendor. Neither the execution and delivery of
this Agreement nor the consummation of the sale of the Intellectual
Property to the Purchaser will (a) violate any provision of the
certificate of incorporation, memorandum, articles, by-laws or other
constituting documents of the Vendor, or (b) violate, be in conflict
with, or constitute a default (or an event which, with notice or lapse
of time or both, would constitute a default) under any agreement to
which the Vendor is a party which will result in the creation or
imposition of any security interest, mortgage, encumbrances, lien,
charge, adverse claim or restriction of any kind on the Intellectual
Property, or (c) violate any statute or law or any judgment, decree,
order, regulation or rule of any court or other governmental body
applicable to the Vendor.
6.3. Title to Intellectual Property. The Vendor owns the Intellectual
Property free from any and all security interest, mortgage,
encumbrances, lien, charge, adverse claim or restriction of any kind,
including but not limited to any restriction on the use, transfer,
licensing, receipt of income or other exercise of any attributes of
ownership.
6.4. Carnegie Mellon University Licensing Agreement. It is the Vendor's
understanding that the Purchaser may be required to enter into a
royalty-free licensing agreement (in a form and has contents similar
to the licensing agreement set out in EXHIBIT A hereto) with, and pay
a one-time license fee to, Carnegie Mellon University in respect of
the use and resale by the Purchaser of the IMAP server software
developed as part of Carnegie Mellon University's "Cyrus" IMAP server
software which forms part of the Intellectual Property. To the best of
the Vendor's knowledge and belief, Carnegie Mellon University has not
terminated its policy of licensing its "Cyrus" IMAP server software.
It is the understanding of the Vendor that, as of June 30, 2000, the
date of the Letter of Intent, the one-time licensing fee charged by
Carnegie Mellon University for its "Cyrus" IMAP server software was
US$20,000. The Vendor is not aware of any adverse change, proposed or
otherwise,
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in Carnegie Mellon University's licensing policy and licensing fees.
6.5. Consents and Approvals of Governmental Authorities. No consent,
approval or authorization of, or declaration, filing or registration
with, any governmental body is required to be made or obtained by the
Vendor in connection with the execution, delivery, performance and
consummation of this Agreement by the Vendor.
6.6. Other Consents. Other than the consent of the board of directors of
the Vendor (which is already obtained), no consent of any person is
required to be obtained by the Vendor for the execution, delivery and
performance of this Agreement or the consummation of the sale and
purchase of the Intellectual Property to the Purchaser.
6.7. No Litigation. There is no claim, action, suit, inquiry, proceeding or
investigation by or before any court or governmental body pending or
threatened in writing against the Vendor which may affect the value of
the Intellectual Property or the Vendor's title to the Intellectual
Property.
6.8. Non-Competition. The Vendor warrants and represents that, for a period
of not less than 24 months after the termination of the transitional
development assistance described in Section 5 herein, the Vendor shall
not, directly or indirectly, either individually or in partnership or
jointly or in conjunction with any third party, as principal, agent,
beneficiary, independent contractor, supplier, consultant, financier,
lender, guarantor, partner, proprietor or shareholder in any capacity
whatsoever or in any other manner whatsoever carry on or be engaged in
or be concerned with or interested in, financially or otherwise, any
business or undertaking competitive with the Intellectual Property.
6.9. Vendor's Representations as to POPstar Restricted Common Stock:
6.9.1. No Qualification. The Vendor understands and acknowledges that
(i) none of the Restricted Common Stock have been qualified by a
prospectus or registration statement or otherwise qualified for
sale under the securities laws of any jurisdiction; (ii) absent
an exemption from registration or prospectus requirements of
applicable Federal and State securities laws of the United States
of America, the issuance and sale of the Restricted Common Stock
would require the involvement of a registered dealer and the
filing of a prospectus and registration statement (if
applicable); (iii) POPstar is and will be issuing such securities
in reliance upon exemptions from the registration and prospectus
requirements of such securities laws; and (iv) the availability
of such exemptions depends upon, among other things, the Vendor's
representations, warranties and agreements contained in this
Agreement, including, without limitation, the bona fide nature of
the investment intent as expressed herein. The Vendor further
understands and acknowledges that POPstar is under no obligation
to register or qualify the Restricted Common Stock under any
applicable securities law, or to comply with any exemptions under
any applicable securities law in connection with any resale of
such
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Restricted Common Stock.
6.9.2. No Regulatory Review. The Vendor understands and acknowledges
that no securities commission or similar regulatory authority has
made any finding or determination regarding the fairness of the
offer, sale or issuance of the securities described herein, has
made any recommendation or endorsement of the offer and sale of
the securities described herein or has reviewed or passed in any
way upon this Agreement or upon the merits of the securities
described herein.
6.9.3. Investment. The Vendor is acquiring the Restricted Common Stock
as principal, for investment purposes only, for the Vendor's own
account and not with the view to or for immediate resale or
redistribution.
6.9.4. Speculative Investment. The Vendor is aware that the
acquisition of the Restricted Common Stock is a speculative
investment involving a high degree of risk and that there is no
guarantee that the Vendor will realize any gain from an
investment in such Restricted Common Stock. The Vendor further
understands that the Vendor could lose the entire amount of the
Vendor's investment in such Restricted Common Stock. The Vendor
is financially able to bear the economic risk of an investment in
the Restricted Common Stock, including the ability to hold such
Restricted Common Stock indefinitely and to afford a complete
loss of the Vendor's investment in such Restricted Common Stock.
6.9.5. Resale Restrictions. The Vendor acknowledges that the Vendor's
rights to transfer the Restricted Common Stock will be
restricted, including restrictions under applicable securities
laws, and that the Vendor has been independently advised as to
such restrictions, and, without limiting the generality of the
foregoing, the fact that the Vendor will not be able to trade in
such Restricted Common Stock except where an exemption is
available under relevant securities laws and the Vendor
understands such restrictions. The Vendor covenants that it will
not sell, transfer or otherwise dispose of the Restricted Common
Stock except in compliance with the applicable securities laws.
In connection therewith, the Vendor acknowledges that POPstar may
make a notation on its share registers and records regarding the
restrictions on transfers set forth in this Section and will
transfer securities on the books of POPstar only to the extent
not inconsistent therewith.
6.9.6. No Advertising. The offering and sale of the Restricted Common
Stock were not made through an advertisement of the securities in
the printed media of general and regular unpaid circulation,
radio or television or any other form of advertisement or as part
of a general solicitation. The Vendor acknowledges that the
information received by the Vendor does not, individually or
collectively, constitute an offering memorandum or similar
document describing the business or affairs of POPstar which has
been, or
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appears or purports to have been, prepared for delivery to, and
review by, prospective Vendors in order to assist them in making
an investment decision in respect of securities of POPstar.
6.9.7. Investor's Acknowledgement. The Vendor acknowledges, represents
and warrants, as at the date given above and at the Closing,
that:
6.9.7.1. POPstar is offering the restricted Common Stock pursuant
to an exemption under Section 4 (2) of the Securities Act of
1933 of the United States of America, as amended (the
"Securities Act") not involving any public offering;
6.9.7.2. the Vendor is not a U.S. Person (as defined in the
Securities Act) and is not purchasing the restricted Common
Stock for the account of or the benefit of a U.S. Person;
6.9.7.3. the Vendor was not offered the restricted Common Stock
in the United States (as defined in Regulation S under the
Securities Act);
6.9.7.4. the Vendor did not execute or deliver this Agreement in
the United States (as so defined); and
6.9.7.5. to the extent that the Vendor is not a U.S. Person, the
Vendor has satisfied itself as to the full observance of the
laws of its jurisdiction in connection with its acquisition
of the restricted Common Stock.
6.9.8. Certificate Legending. The certificates evidencing the
Restricted Common Stock may contain a legend similar to the
following or substantially as follows:
THE SHARES OF STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND MAY
NOT BE SOLD OR OTHERWISE TRANSFERRED UNLESS A COMPLIANCE WITH THE
REGISTRATION PROVISIONS OF SUCH ACT HAS BEEN MADE OR UNLESS
AVAILABILITY OF AN EXEMPTION FROM SUCH REGISTRATION PROVISIONS
HAS BEEN ESTABLISHED, OR UNLESS SOLD PURSUANT TO RULE 144 UNDER
THE SECURITIES ACT OF 1933.
6.9.9. No Representation. Other than as set forth herein and those
included in the documents to be delivered with the Closing
contemplated hereby, the Vendor acknowledges that the Vendor has
not received and will not receive any representations or
warranties from POPstar or any of its respective affiliates,
employees or agents in making an investment decision related to
the acquisition of the Restricted Common Stock described herein.
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7. Representations and Warranties by the Purchaser
The Purchaser represents and warrants to the Vendor that:
7.1. Organization of the Purchaser. The Purchaser is a corporation duly
organized, validly existing and in good standing under the laws of the
British Virgin Islands with full corporate power and authority to
execute and deliver this Agreement and to perform its obligations
hereunder. The execution, delivery and performance of this Agreement
have been duly authorized by all necessary corporate action of the
Purchaser and this Agreement constitutes a valid and binding
obligation of the Purchaser; enforceable against it in accordance with
its terms.
7.2. No Conflict as to the Purchaser. Neither the execution and delivery of
this Agreement nor the consummation of the purchase of the
Intellectual Property by the Purchaser will (a) violate any provision
of the certificate of incorporation, memorandum, articles, by-laws or
other constituting documents of the Purchaser, or (b) violate, be in
conflict with, or constitute a default (or an event which, with notice
or lapse of time or both, would constitute a default) under any
agreement to which the Purchaser is a party which will result in this
Agreement becoming null and void, invalid and non-binding, or (c)
violate any statute or law or any judgment, decree, order, regulation
or rule of any court or other governmental body applicable to the
Purchaser.
8. Representations and Warranties by POPstar
POPstar represents and warrants to the Vendor that:
8.1. Organization of POPstar. POPstar is a corporation duly organized,
validly existing and in good standing under the laws of the State of
Nevada, U.S.A., with full corporate power and authority to execute and
deliver this Agreement and to perform its obligations hereunder. The
execution, delivery and performance of this Agreement have been duly
authorized by all necessary corporate action of POPstar and this
Agreement constitutes a valid and binding obligation of POPstar;
enforceable against it in accordance with its terms.
8.2. No Conflict as POPstar. Neither the execution and delivery of this
Agreement nor the consummation of the purchase of the Intellectual
Property by the Purchaser will (a) violate any provision of the
certificate of incorporation, memorandum, articles, by-laws or other
constituting documents of POPstar, or (b) violate, be in conflict
with, or constitute a default (or an event which, with notice or lapse
of time or both, would constitute a default) under any agreement to
which POPstar is a party which will result in this Agreement becoming
null and void, invalid and non-binding, or (c) violate any statute or
law or any judgment, decree, order, regulation or rule of
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any court or other governmental body applicable to POPstar.
8.3. POPstar Restricted Common Stock. The delivery of certificates to the
Vendor provided in Section 3 of this Agreement will result in the
Vendor's acquisition of registered and beneficial ownership of those
Restricted Common Stock, free and clear of all and any security
interest, mortgage, encumbrances, lien, charge, adverse claim or
restriction of any kind other than as required by U.S./Canadian
Federal and State/Provincial securities laws.
9. General Provisions
9.1. If any provisions of this Agreement are determined by a court of law
or arbitral tribunal to be invalid, illegal or unenforceable, the
validity, legality and enforceability of the remaining provisions of
this Agreement shall not in any way be affected or impaired thereby.
9.2. This Agreement shall be governed by and construed in accordance with
the laws of the Province of British Columbia, Canada and the parties
hereby submit to the non-exclusive jurisdiction of the courts of
British Columbia (provided that actions to enforce a judgement of a
British Columbia court may be pursued by either party in any
jurisdiction). Any disputes arising out of or relating to this
Agreement or the interpretation, breach, termination or validity
hereof shall be settled first through friendly consultations between
the parties. Such consultations will begin immediately after one party
has delivered to the other party written request for such
consultation. If, within thirty (30) days following the date on which
such notice is given (the "Arbitration Request Period"), the dispute
cannot be settled through consultations, the dispute shall, on the
request of either party with notice to the other party, be submitted
to arbitration in British Columbia. Any decision by the arbitrator
will be final and binding on the parties, and the parties agree to be
bound thereby and to act accordingly. If neither party has requested
arbitration within the Arbitration Request Period, either party may
bring suit in the courts of British Columbia, and each party hereby
submits to the non-exclusive jurisdiction of the courts of British
Columbia for such purpose (provided that actions to enforce a judgment
of a British Columbia court may be pursued by either party in any
jurisdiction).
9.3. All notices, consents, assignments and other communication under this
Agreement shall be in writing and shall be deemed to have been duly
given when (a) delivered by hand, (b) sent by telex or facsimile (with
receipt confirmed), provided that a copy is mailed by registered mail,
return receipt requested, or (c) received by the delivery service
(receipt requested), in each case to the appropriate addresses, telex
numbers and facsimile set forth below (or to such other address, telex
numbers and facsimile as a party may designate as to itself by notice
to the other parties).
(a) If to the Vendor:
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Belcarra Messaging Corp.
Unit 11-555 Clarke Road Suite 13
Coquitlam, BC V3K 3X0 Canada
Attn: Bruce Balden
Facsimile no: 604-931-6057
(b) If to the Purchaser:
POPstar Global Communications Inc.
c/o POPstar Communications Canada Corp.
107 East 3rd Avenue
Vancouver, BC V5T 1C7 Canada
Attn: Don Lau
Facsimile no: 604-872-6601
(c) If to POPstar:
POPstar Communications, Inc.
c/o POPstar Communications Canada Corp.
107 East 3rd Avenue
Vancouver, BC V5T 1C7 Canada
Attn: Don Lau
Facsimile no: 604-872-6601
9.4. Each party shall bear its own expenses incidental to the preparation,
negotiation, execution and delivery of this Agreement and the
performance of its obligations hereunder.
9.5. The captions in this Agreement are for convenience of reference only
and shall not be given any effect in interpretation of this Agreement.
9.6. The failure of a party to insist upon strict adherence to any term of
this Agreement on any occasion shall not be considered a waiver or
deprive that party the right thereafter to insist upon strict
adherence to that term or any other term of this Agreement. The
parties may waive any term of this Agreement but any waiver must be in
writing.
9.7. This Agreement supersedes all prior agreements among the parties with
respect to its subject matter with respect thereto and cannot be
changed or terminated orally.
9.8. This Agreement may be executed in two or more counterparts, each of
which shall be considered an original, but all of which together shall
constitute the same instrument.
9.9. This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective successors and assigns, provided
that none of the parties may assign its rights hereunder without the
consent of the others.
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THIS AGREEMENT was given on the day and year first above written.
Signed by )
)
Name: Bruce Balden )
Title: President )
for and on behalf of ) /s/ Bruce Balden
Belcarra Messaging Corp. ) ---------------------------------
Signature
Signed by )
)
Name: John McDermott )
Title: )
for and on behalf of )
POPstar Global ) /s/ John McDermott
Communications Inc. ) ---------------------------------
Signature
Signed by )
)
Name: John McDermott )
Title: President )
for and on behalf of ) /s/ John McDermott
POPstar Communications, Inc. ) ---------------------------------
Signature
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EXHIBIT A
Form of Licensing Agreement with Carnegie Mellon University
In respect of "Cyrus" IMAP server software
CYRUS IMAP ASG Home What's New Jobs Search
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Version 2.0 and later of the Cyrus IMAP server is covered by the following
copyright message:
* Copyright (c) 1994-2000 Carnegie Mellon University. All rights reserved.
*
* Redistribution and use in source and binary forms, with or without
* modification, are permitted provided that the following conditions
* are met:
*
* 1. Redistributions of source code must retain the above copyright
* notice, this list of conditions and the following disclaimer.
*
* 2. Redistributions in binary form must reproduce the above copyright
* notice, this list of conditions and the following disclaimer in
* the documentation and/or other materials provided with the
* distribution.
*
* 3. The name "Carnegie Mellon University" must not be used to
* endorse or promote products derived from this software without
* prior written permission. For permission or any legal
* details, please contact
* Office of Technology Transfer
* Carnegie Mellon University
* 5000 Forbes Avenue
* Pittsburgh, PA 15213-3890
* (412) 268-4387, fax: (412) 268-7395
* [email protected]
*
* 4. Redistributions of any form whatsoever must retain the following
* acknowledgment:
* "This product includes software developed by Computing Services
* at Carnegie Mellon University (http://www.cmu.edu/computing/)."
*
* CARNEGIE MELLON UNIVERSITY DISCLAIMS ALL WARRANTIES WITH REGARD TO
* THIS SOFTWARE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY
* AND FITNESS, IN NO EVENT SHALL CARNEGIE MELLON UNIVERSITY BE LIABLE
* FOR ANY SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES
* WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER IN
* AN ACTION OF CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, ARISING
* OUT OF OR IN CONNECTION WITH THE USE OR PERFORMANCE OF THIS SOFTWARE.
If you find this software useful and valuable in your work, we welcome any
support you can offer toward continuing this work.
We gratefully accept contributions, whether intellectual or monetary.
Intellectual contributions in the form of code or constructive collaboration can
be directed to [email protected] (even if it is not a bug).
If you wish to provide financial support to the Cyrus Project, send a check
payable to Carnegie Mellon University to
Project Cyrus
Computing Services
Carnegie Mellon University
5000 Forbes Ave
Pittsburgh, PA 15213
USA
--------------------------------------------------------------------------------
Last Updated: Sunday, 16-Jul-2000 16:42:48 EDT
