In this paper, we present our open source, platform independent toolkit for developing 3D talking agents, namely Xface. It relies on MPEG-4 Face Animation (FA) standard. The toolkit currently incorporates three pieces of software. The core Xface library is for developers who want to embed 3D facial animation to their software as well as researchers who want to focus on related topics without the hassle of implementing a full framework from scratch. XfaceEd editor provides an easy to use interface to generate MPEG-4 ready meshes from static 3D models. Last, XfacePlayer is a sample application that demonstrates the toolkit in action. All the pieces are implemented in C++ programming language and rely on only operating system independent libraries. The main design principles for Xface are ease of use and extendibility. Categories and Subject Descriptors I.3.7 [Computer Graphics]: Three-Dimensional Graphics and Realism--virtual reality; H.5.1 [Information Interfaces and Presentation]: Mul...