Calltrol Corporation v. LoxySoft AB

• Court: District Court, S.D. New York
• Decided: October 5, 2022
• Docket: 7:18-cv-09026
• Status: Unknown

Opinion

USDC SDNY DOCUMENT MEMORANDUM ENDORSEMENT ELECTRONICALLY FILED DOC #: Calltrol Corporation v. LoxySoft AB et al. DATE FILED: 10/5/2022 7:18-cv-09026 ee

The Court is in receipt of the attached letter from Defendants, dated September 23, 2022 (ECF No. A 65), and Plaintiff's response, dated September 26, 2022 (ECF No. 66). Defendants move to stay discovery, pending decision on Defendants’ motion for summary Judgment. Under Federal Rule of Civil Procedure 26(c), a district court may stay discovery “for © good cause.” Fed.R.Civ. P. 26(c). When a motion is pending, courts typically consider several Q factors in determining whether to stay discovery; including: “(1) whether a defendant has made a strong showing that the plaintiff s claim is unmeritorious, (2) the breadth of discovery and the burden of responding to it, and (3) the risk of unfair prejudice to the party opposing the © stay.” Negrete v. Citibank, N.A., No. 15—cv—7250 (RWS), 2015 WL 8207466 (S.D.N.Y. Dec. 7, S 2015). In their opening brief on their motion for summary judgment, Defendants seek dismissal of = Plaintiff's claims based on, inter alia, Plaintiffs alleged inability to quantify its damages. (See ECF No. 45 at 3-4.) However, Defendants have refused to provide discovery responses as to that issue. Plaintiff argues in its opposition brief to the motion for summary judgment that discovery is ongoing, that Plaintiffs damages will be primarily determined from financial documents requested but not yet received from Defendants, and that Plaintiff cannot quantify its damages in this case until Defendants produces the requested documents. (ECF No. 49 at 7.) In its September 26, 2022 letter, Plaintiff also argues that the sales by Defendant in violation of restrictive covenants under the Reseller Agreement are closely tied to the damages suffered by Plaintiff resulting therefrom. (ECF No 66 at 2.) Notably, on August 10, 2022, Magistrate Judge Davison granted Plaintiff's motion to compel discovery, finding that Plaintiff was entitled to discovery on financial documents regarding their sales of non-exempt competing contact center products under the parties’ Reseller Agreement. Having considered the arguments in the parties’ letters, and in light of Judge Davison’s August 10, 2022 Order, the Court DENIES Defendants’ letter motion to stay and directs Defendants to comply with Judge Davison’s Order. The Clerk of the Court is kindly directed to terminate the motion at ECF No. 65. Dated: October 5, 2022 SOORDERED: __ White Plains, NY gee > CA UNITED STATES DISTRICT JUDGE

1407 Broadway, Suite 4002 Wrobel New York, NY 10018 Telephone: (212) 421-8100 Markham Fax: (212) 421-8170 Jodie Gerard, Esq. gerard@wmlawny.com September 23, 2022 Via ECF The Honorable Nelson S. Roman United States District Judge, Southern District of New York The Honorable Charles L. Brieant Jr. United States Courthouse 300 Quarropas Street White Plains, New York 10601 Re: — Calltrol Corporation v. LoxySoft AB et al., Case No. 7:18-cv-09026 (NSR) (PED) Dear Judge Roman: This firm represents defendants LoxySoft AB and LoxySoft Inc. (together, “LoxySoft” or “Defendant”) in the above-referenced matter. We respectfully request that the Court stay further discovery pending the Court’s determination on LoxySoft’s pending motion for summary judgment, which was fully briefed and submitted as of August 2, 2022. See ECF Nos. 43 - 64.' As set forth herein, there is good cause to stay further discovery in this matter because, inter alia, Plaintiff has wasted four years of judicial resources pursuing an untimely breach of contract claim that, even if timely, fails because the alleged breach did not result in any damages to Plaintiff. Background In its Complaint, filed on October 6, 2018, Plaintiff asserted five causes of action against LoxySoft: (1) breach of contract against LoxySoft AB; (2) tortious interference with prospective economic benefit; (3) unfair competition; (4) deceptive business practices under New York General Business Law § 349; and (5) unfair competition and reverse passing off under the Lanham Act 43(a) 14 U.S.C. §1125(A). LoxySoft moved for dismissal of Plaintiff's Complaint, and by Opinion and Order dated December 16, 2021, this Court dismissed all claims, except for Plaintiff's breach of contract claim. See ECF No. 26, p. 8. As to the breach of contract claim, this Court held that “[a]s it is not clear from Plaintiff's complaint or the Reseller Agreement that its breach of contract claim 1s untimely, dismissal is inappropriate at this stage.” /d. at 5. The parties subsequently engaged in discovery, during which LoxySoft served Plaintiff with discovery requests seeking Plaintiff's evidence in reply to LoxySoft’s statute of limitations

Plaintiff filed a letter to Magistrate Judge Paul E. Davison seeking to compel discovery on July 25, 2022 (ECF No. 38). At an August 10, 2022 conference, Magistrate Judge Davison granted Plaintiff's motion to compel and stated that LoxySoft may appeal His Honor’s decision or move to stay. We filed a pre-motion letter to Magistrate Judge Davison requesting leave to move to stay (ECF No. 62), and, at a September 16, 2022 status conference, Magistrate Judge Davison directed that Loxysoft either make the instant application to Your Honor or comply with His Honor’s August Order.

Page 2 defense and in support of Plaintiff’s alleged claim for damages.2 In response, Plaintiff failed to produce any documentary proof regarding these matters, and Plaintiff’s counsel then conceded in a May 9, 2022 email that it has “produced all documents in its possession and control required under Rule 26 and in response to defendants’ discovery requests.” See ECF No. 28 (May 9, 2022 email from Plaintiff’s counsel). After seeking permission, LoxySoft was granted leave by this Court to move for summary judgment. See ECF Nos 28, 31. In its motion, LoxySoft argues that summary judgment is appropriate because Plaintiff: (i) fails to offer any evidence of the existence of its damages, and (ii)fails to prove that its claim is within the statute of limitations. In opposition, Plaintiff claims that it needs information regarding LoxySoft’s sales of “Contact Software Products” (see ECF No. 47-5, No. 2) to prove Plaintiff’s damages from the alleged breach of contract – a proposition refuted by case law. Discovery Should be Stayed Pending Disposition of the Summary Judgment Motion The Court can stay discovery for good cause. Fed. R. Civ. P. 26(c). Factors to consider include: “(1) whether a defendant has made a strong showing that the plaintiff's claim is unmeritorious, (2) the breadth of discovery and the burden of responding to it, and (3) the risk of unfair prejudice to the party opposing the stay.” Am. Fed’n of Musicians & Employers’ Pension Fund v. Atl. Recording Corp., No. 1:15-cv-6267, 2016 WL 2641122, at *1 (S.D.N.Y. Jan. 8, 2016) (internal quotation marks omitted). (1) Plaintiff’s claim is without merit and time-barred In its motion for summary judgment, LoxySoft demonstrates that Plaintiff’s claim is without merit because Plaintiff has not demonstrated any damages and, moreover, Plaintiff’s claim is time-barred. It cannot be disputed that, in order to prevail on a breach of contract claim, a plaintiff must demonstrate damages. See Milan Music, Inc. v. Emmel Commc'ns Booking, Inc., 37 A.D.3d 206, 829 N.Y.S.2d 485, 486 (1st Dept. 2007). Plaintiff argues that it requires discovery of LoxySoft’s sales to compute Plaintiff’s damages: “[S]ince the measure of Plaintiff’s damages will be primarily determined from financial documents requested but not received from Defendants, Plaintiff cannot quantify its damages in this case until Defendants produce the requested documents.” See ECF No. 49 (Plaintiff’s Response in Opposition to Defendants’ Motion for Summary Judgment), p. 7. Contrary to Plaintiff’s pleas for discovery, the case law is clear that, to establish damages for a breach of contract claim, a party must present evidence of its own losses, not another’s gains. See Mortg. Resolution Servicing, LLC v. JPMorgan Chase Bank, N.A., No. 15 CV 293-LTS-RWL, 2019 U.S. Dist. LEXIS 167845, at *37 (S.D.N.Y. Sep. 27, 2019) (“Defendants’ alleged gains are not the appropriate measure for breach of contract damages.”); Gomez v. Bicknell, 302 A.D.2d 107, 115 (2d Dept. 2002) (“For the contractual damages of breach of the noncompetition obligation, [a plaintiff] must prove its own loss of profits, not what the 2 Plaintiff likewise served document demands and interrogatories, and LoxySoft timely served responses and objections and a document production on April 22, 2022. See ECF Nos. 47-5 and 47-6 (Defendants’ Responses and Objections to Plaintiff’s First Set of Requests for Production and Defendants’ Responses and Objections to Plaintiff’s Page 3 [defendant’s] profits were.”) Id. (internal citations omitted). Accordingly, Plaintiff’s argument that it needs to know what LoxySoft’s sales were in order to demonstrate that Plaintiff suffered losses is simply incorrect as a matter of law. Additionally, Plaintiff failed to prove that its breach of contract claim is within the six-year statute of limitations. Plaintiff neither produced evidence demonstrating that the parties’ business relationship continued after July 2012 nor disputed the fact that the parties mutually abandoned the contract over six years prior to the commencement of the lawsuit. See Savitsky v. Sukenik, 240 A.D.2d 557, 559 (2d Dept. 1997) (“[T]he refusal of one party to perform his contract amounts to an abandonment of it, leaving the other party to his choice of remedies, but his assent to abandonment dissolves the contract so that he can neither sue for a breach nor compel specific performance.”) (internal citations omitted)). (2) Plaintiff seeks extremely broad and burdensome discovery, which will have no impact upon LoxySoft’s pending motion for summary judgment Plaintiff seeks information on LoxySoft’s alleged sales in order to quantify its damages; however, as explained above, this discovery cannot satisfy the defective damages element of Plaintiff’s breach of contract claim and will have no impact on the pending summary judgment motion. Plaintiff also seeks, inter alia, all documents relating to Contact Center Products sold by Defendants in or from the United States since 2002, including but not limited to products for placing outbound calls (Document Request No. 2); all documents relating to the acquisition or development of any replacement software for Contact Center Products provided by Plaintiff to Defendants (Document Request No. 3); all communications from 2001 to the present between Defendants and the Plaintiff (Document Request No. 9); identification of all Contact Center Products sold by Defendants in or from the United States since 2002, including but not limited to products for placing outbound calls.” (Interrogatory No. 1); identification of all customers to whom Defendants sold Contact Center Products in or from the United States since 2002 (Interrogatory No. 2); and Defendants’ deposition. As stated in LoxySoft’s objections to the aforementioned document demands and interrogatories, these requests are overbroad and ignore statute of limitations, the exclusionary language in the Reseller Agreement, and that the only remaining claim is against LoxySoft AB. Moreover, to satisfy Plaintiff’s discovery requests would be burdensome and costly, especially in this instance where the discovery will not have any impact upon the pending dispositive motion. See Am. Booksellers Ass'n, Inc. v. Houghton Mifflin Co., No. 94 CIV. 8566 (JFK), 1995 WL 72376, at *1 (S.D.N.Y. Feb. 22, 1995) (granting a stay of discovery pending ruling on a fully submitted dispositive motion: “The discovery sought by plaintiffs is very broad and to require defendants to respond to it at this juncture, when their motion to dismiss may be granted, would be extremely burdensome.”); see also Rivera v. Heyman, No. 96 CIV. 4489 (PKL), 1997 WL 86394, at *1 (S.D.N.Y. Feb. 27, 1997) (“Given that disposition of the dismissal motion may significantly narrow, if not eliminate, the issues remaining in the case, proceeding with discovery while the motion is pending would waste the parties' resources and would constitute an undue burden on defendants.”). The Honorable Nelson S. Roman September 23, 2022 Page 4 Because additional discovery will considerably burden LoxySoft but have no impact on the pending summary judgment motion, we ask that the Court stay discovery. (3) Plaintiff will not be prejudiced by a stay As set forth above, Loxysoft’s motion for summary judgment is fully submitted and any discovery related to LoxySoft’ sales will not impact the pending motion because Plaintiff has not demonstrated that its breach claim is timely or that it suffered any loss. See Rivera, 1997 WL 86394, at *1 (“A stay pending determination of a dispositive motion that potentially eliminates the entire action will neither substantially nor unduly delay the action, should it continue.”); see also Anti-Monopoly, Inc. v. Hasbro, Inc., No. 94CIV.2120(LMM)(AJP), 1996 WL 101277, at *2 (S.D.N.Y. Mar. 7, 1996) (“Pursuant to Rule 26(c), it is clear that the Court has the discretion to stay discovery for “good cause,” and that good cause may be shown where a party has filed (or sought leave to file) a dispositive motion such as a motion to dismiss. This is especially so where the stay is for a “short” period of time and the opposing party (here, plaintiff) will not be prejudiced by the stay.” (internal citations omitted). If Plaintiff's action survives summary judgment, the parties will be able to resume discovery at no prejudice to Plaintiff and proceed with the litigation. On the other hand, if discovery is not stayed, LoxySoft will be forced to expend considerable time and resources to produce additional discovery in response to Plaintiff's broad discovery requests when summary judgment may dispose of the entire litigation. Accordingly, we ask that the Court stay discovery pending its disposition on LoxySoft’s summary judgment motion. Conclusion LoxySoft's pending summary judgment motion exposes that Plaintiff's case has zero merit. For the reasons set forth herein and in the interest of judicial economy, we respectfully request that the Court stay discovery pending the Court’s decision on LoxySoft’s motion for summary judgment. Respectfully yours,

Jodie gt

ce: The Honorable Paul E. Davison (via ECF) Jean-Marc Zimmerman, Esq. (via ECF)

ZIMMERMAN LAW GROUP

_______________________________________

ATTORNEYS AT LAW 153 CENTRAL AVENUE P.O. BOX 2653 WESTFIELD, NJ 07090 TEL: (908) 768-6408 FAX: (908) 935-0751 www.zimllp.com

WRITER’S E-MAIL jmz@zimllp.com September 26, 2022

Via ECF Hon. Nelson S. Roman, U.S.D.J. Hon. Charles L. Brieant, Jr. United States Courthouse 300 Quarropas Street White Plains. NY 10601

Re: Calltrol Corporation v. LoxySoft AB et al., Case No. 7:18-cv-09026

Dear Judge Roman:

We represent Plaintiff Calltrol Corporation and write in opposition to the LoxySoft Defendants’ letter to Your Honor dated September 23, 2022 (Dkt. No. 65), requesting that the Court stay further discovery pending the Court’s determination of the Defendants’ fully briefed motion for summary judgment (Dkt. Nos. 43-64).1

Defendants’ request has already been twice considered and twice denied by Magistrate Judge Paul E. Davison, i.e., on August 10, 2022, and September 16, 2022, respectively. Defendants’ third request now pending before Your Honor presents no new additional arguments that support staying Judge Davison’s August 3, 2022, ruling (issued after oral argument) that they produce financial documents requested by Plaintiff regarding their sales of non-exempt competing contact center products under the Reseller Agreement (copy attached hereto as Exhibit 1). Their request therefore should be denied for the reasons previously set forth by Judge Davison.

1 Contrary to Defendants’ assertion, Plaintiff has not “wasted four years of judicial resources” in pursuing this matter. It is Defendant that has repeatedly sought judicial intervention, without advancing this case by providing significant discovery towards resolving the merits of the case. Plaintiff timely filed this action when it learned that Defendants breached their obligation under Paragraph 6.3 of the Reseller Agreement not to sell non-exempt competing products =, within the New York State six-year breach of contract statute of limitations applicable in this case pursuant to Paragraph 8.2 of the Reseller Agreement. Defendants repeat numerous arguments they previously made to oppose Plaintiff’s request to compel discovery, that were already considered and twice rejected, e.g., Plaintiff’s purported inadequate quantification of damages – which argument ignores the fact that the information sought by Plaintiff is solely in the Defendants’ possession and is “relevant to [its] claim . . . and proportional to the needs of the case, considering . . . the parties’ relative access to” such information which cannot “be obtained from some other source that is more convenient.” See Fed. R. Civ. P. 26(b)(1) and 26(b)(2)(C)(i).

Defendants are incorrect in their assertion that a claim for contractual breach of restrictive covenants require that Plaintiff present full evidence of its damages prior to discovery into the activities of Defendants. Plaintiff has presented prima facie evidence of the breaches of the restrictive covenants, and the sales by Defendant in violation of those restrictive covenants are closely tied to the damages suffered by Plaintiff resulting therefrom.

For example, Schedule B to the Reseller Agreement between the parties provides for a payment per “port” per year, and therefore Plaintiff’s damages are based on at least the number of ports (or their equivalent) used or provided by Defendants in violation of the Reseller Agreement, and the duration of their use or availability.

Defendants’ request should also be denied because Defendants have withheld routine discovery into their product sales, preventing Plaintiff from presenting facts quantifying its damages essential to justify its opposition to the motion for summary judgment, i.e., Defendants’ sales of non-exempt competing products (and the resulting damages), since such facts are not public and therefore unavailable to Plaintiff absent their production by Defendants. Consequently, Defendants’ motion is likely to be denied as deficient under Fed. R. Civ. P. 56(d) (i), (ii) and/or (iii).

Plaintiff disputes numerous assertions put forth by Defendants that demonstrate the existence of genuine issues of material fact being in dispute that preclude summary judgment and instead warrant discovery. For example, Plaintiff disputes Defendants’ assertion that the non-compete clause of the Reseller Agreement is not in effect because they do not have “custody or access to any of Calltrol’s Products” and Plaintiff therefore has no claim, since Defendants continue to retain custody and access of software developer kit they obtained from Plaintiff as alleged in Paragraph 15 if the Complaint. Defendants have provided no discovery that would undermine Plaintiff’s plausible allegation that Defendants remain in possession of the software developer kit. Therefore, at this stage of the proceeding, it must be presumed that Defendant had, and continues to have, access to Plaintiff’s software developer kit, which includes substantial confidential information justifying imposition of a non-compete obligation which was accepted by Defendants and never terminated.

Defendants newly argue, without evidence, that they repudiated the Reseller Agreement with Plaintiff. However, they provide no evidence supporting that repudiation, but rather assert that mere silence bespeaks mutual agreement to terminate the Reseller Agreement. However, Defendants have never returned the confidential information provided by Plaintiff, never accounted for its use, have not demonstrated absence of continued use, and do not address why the noncompete provision does not remain in force. Therefore, the motion for summary judgement is likely to be denied given the disputed material issues of fact that remain outstanding.

Likewise, Plaintiff disputes Defendants’ assertion that its breach of contract claim is without merit or time-barred because the Reseller Agreement failed to automatically renew each year, or because Plaintiff somehow abandoned such contract, or that Plaintiff failed to assert its contract claim within the six-year statute of limitations. Defendants are not obligated under such contract to purchase products from Plaintiff each year (nor is Plaintiff obligated to sell them products each year), therefore the contract automatically renewed each year pursuant to its terms as it was never terminated (Paragraphs 7.1 and 7.2), and Plaintiff did not abandon the contract. Defendants, however, had an obligation under the Reseller Agreement not to sell non-exempted competing products. When Plaintiff discovered that Defendants were in fact doing so in violation of the Reseller Agreement, it timely brought this suit.

Defendants’ assertion that Plaintiff’s request for documents regarding Defendants’ sales of non-exempt competing products is somehow overbroad or burdensome is meritless since such documents, which are only in Defendants’ possession, are essential to quantification of Plaintiff’s damages and are therefore relevant to the case. Defendants have failed to explain how they will be burdened by having to produce records that are likely kept in electronic form.2 In any case, Defendants have the option to provide the responsive documents that they concede to be relevant, and follow normal processes, such as meet-and-confer to negotiate the scope of production, and filing a motion for a protective order in the event of a failure to agree on the legitimate scope of discovery. Instead, Defendants seek to avoid disclosing any information regarding their sale of non-exempt competing products, either in their initial disclosures or in response to Plaintiff’s discovery requests.3

Finally, Defendants have also failed to demonstrate that they will be prejudiced if the requested stay is denied, and they are required to produce the financial information requested by Plaintiff. This case has been ongoing since 2018, with the sales information at issue and the summary judgment motion only being filed this year. By contrast, Plaintiff will be damaged if it is unable to obtain the relevant sales information it seeks, which is only in Defendants’ possession. The proposed stay perpetuates the undue delay

2 Plaintiffs are only seeking damages information going back six-years from the filing of its Complaint in this matter, i.e., 2012. Consequently, Defendants’ reference to Plaintiff’s request for non-financial information going back to 2001-2002 is disingenuous.

3 Discovery is not yet over in this case. No Case Management Plan and Scheduling Order has yet been entered in this case. Yet Defendants have nevertheless ignored or failed to adequately respond to various discovery requests made by Plaintiff for information regarding their sales of non-exempt competing products made in violation of the parties’ Reseller Agreement. For example, Defendants failed to respond to: 1) discovery requests served on March 23, 2022; 2) request for meet and confer sent on May 20, 2022, regarding such failure/deficiency; 3) Rule 30(b)(6) Deposition Notice served on May 22, 2022; and 4) Proposed Confidentiality Stipulation and Order sent on May 22, 2022. imposed by Defendant’s refusal to comply with its discovery obligations and increases Plaintiff’s costs.

For the foregoing reasons, Plaintiff respectfully requests that the Court deny Defendants’ request for leave to file a motion to stay discovery, and order Defendants to provide the requested sales information and otherwise proceed with discovery in this case.

Respectfully submitted,

/s/Jean-Marc Zimmerman

Jean-Marc Zimmerman

JMZ/bw cc: All Counsel of Record via e-mail EXHIBIT 1 Reseller Agreement Agteement No. \ 53 4 This Agreement is by and between Calltral Corporation, (“Cailltrai"}, a New York corporation located at 400 Calumbus Ave, Valhaila NY¥ 10595, and on Lowy Sutt a ("Reseiter”), WHEREAS, Calitrat is an authonzed distributor of C.T. Ventures, Inc. (“CTY”) software products and other third party products (collectively, the "Products”) and, subject to the terms and conditions of this Agreement, desires to grantReseller the right to market and rasell the Products In conjunction with Reseller products and services of significant value; and WHEREAS, Reseller is in the business of marketing and distributing computer-related products and desires to have the right to market and resell the Products. NOW, THEREFORE, in consideration of the mutual prornises set forth herein, the parties hereto agree as follows: 1.0 General 1.1 License Upon the terms and subject to the conditions of this Agreement, Calltrol hereby grants to Resetier a non- exclusive, non-transferable right and license to market and resell the Products identified in Schedule A. Reseller shail □□□□ resali the Products to end-users (the “End-Users”} who enter into the appiicable End-User License Agreemant (attached as Schedules © and D} for use with a Calltrol-furnished enabling/disabling "dongle" which Calitral shall enable for continued productive use of tha Product(s) after full payment to Catltrol for the particular Product(s). The Products shail be in execulable object code form only and Reseller and its customers shall have no right to the source cade of such Products, Reseller shall not, and shall na! permit End-Users to, modify, translate, decompile, nar create or atternptto create, by raverse engineering of otherwise, the source code from the object code of the Products supplied hereunder, or adapt the Products i) any way or for use to create a derivabve work or in any way attempt to decode the copy protection key or otherwise defeat the operation of the “dongle”. Reseller acknowledges that any third party Products, other than CTV proprietary product, will be provided subject to the applicable third party license. 1.2 The Territory , Proprietary Rights Reseller may market and resell the Products warld wide. Reseller agrees that □□ will not permit the Products to be present in any country which does not respect the proprietary rignts in the Products. 1.3 License of the Software Developer's Kit The Reseller shail be granted 3 license to use the Software Developer's Kit (the “SDK’) under the terms and conditions of the Schedule D license but for the sole purpose of developing applications far its customers of ather Products. If Reseller is authorized to reselt use of the SDK, each authonzed End-User must signa Iicense in the form of Schedule D and a fully signed copy will be forwarded to Calltrol prior ta providing the End-User with access to the SDK. If Reseller is also an End-User of Products, Reseller must agree ta the terms of the End-UserLicense Agreement for each license Reseller uses as an End-User, 4.4 Product Changes Cailtral and ils licensor retain the fight, in its or their discretion, to upgrade or modify the Products fram time to Hime. In addition, upon thirty (30) days prior written notice to Reseller, Calltral may add or delete Products from Schedule A, Upon receipt of any such notice of an upgrade or modification, or upon the expiration of the notice perod sat forth above for additions or detetions, Reseller shall cease to market and resell earlier versions of the Products and/or Products daleted. 4.5 Use of Trademarks and Trade Names 9 Any and all trademarks and trade names which Calltrol or CTV uses in connaction with the license granted hereunder are and remain the exclusive property of Calltrol or CTV. Nothing contained in this Agreement shall be deemed to give Reseller any night. title or inferest in any trade mark of trade name of Cajltrol or CTV relating to the Products. Subject to notice from Cailtrol in writing, which modifies or cancels such authorization, during the term of this Agreement, Reseller may use the trademarks and trade names specified by CTV in writing for normal advertising and promotion of Products,

2.0 Price, Payment and Shipment

Dus th Page tof i} inidals □□□□□□□□□□□□□□□□□□□□□□□□ Onginais\Reseller Agreement. doc $f26/2001

2.1 Price Prices to Reseller are as stated In Schedule B. Upon thirty (30) days prior notice to Reseller, Calltrol may increase or dectease the Prices upon written notice to Reseller. 2.2 Orders, Payment, Shipment and Dongles Upon Calltrol’s receipt af a written ordar teach an “Order’) together with a copy of a signed Software Developers Kit License Agreement if the End-User ts to receive the SDK, Calitrol will ship to Reseller ihe designated quantities of the Products. Any credit terms shall be as stated in Schedule 8 but Callirat reserves the tight at any time in its soe discretion to require payment in advance of shipment. The terms and conditions of this Agreement shall appty to all Orders and control over any different or additional terms an any Reseller Order form. All Oyders shall be subject to acceptance by Calltrol, Callirol shall use its best efforts to ship promptly but shall not be □□□□□ tor any damages to Reseller or to any third party caused by delay or error in filling, or faiture to fill, any Orders for any reason, Reseller acknowledges that Products and the related dangle will not be enabled by Calltrol to be full functioning without date limitation unti Calltral has received full payment far the particular Products. Reseiler also acknawledges that Calltrol will require approximately three (3) business days after payrnent to de such enabling. 2.3 Taxes = In addition to the Price and other fees payable hereunder, Resetier shall pay any federal, state, loca/ or other duties and excise taxes, now of hereafter applied an the sale, transportation, import, export, icensing or use at the Products including sales tax, value added tax or similar tax and interest and penalties. Any taxes imposed by federal, state, or any local government or any amountin lieu theraof, including interest anc penalties thereon, paid or payable at any time by CTV and/or Calltrol in connection with transactions under this Agreement, but nol inctuding any taxes based on CTV and/or Cailttrol net income, shall be borne by Reseilter.

1.0 Maintenance and Support, Calltrol Consulting Services 3.1 End-User Support Reseller, and not Calitral er CTV, is responsible fer providing its End-Users all application development, cansulting, training and direct End-User support and maintenance. During the term of thes Agreement providing Reseller is not in default of its payment or other obligations under this Agreement, Cailltro] will provide new versions and fixes ta reseller on an “as available” basis and without charge unless separately priced as a separate Product Resetjer agrees that such support will be provided by Reseller only to End-Users under Reseller warranty or rnaintenance service and for which all applicable fees have been paid to Calitral, Calltrol reserves the nghi to designate any modified or updated versions of the Product as new Products, which are not required to be provided under Calltrof support. Such new Products will only be provided to Reseller for distribution to End-Users under maintenance subject to the payment of additional license and support fees as designated by Cailtroal. Cailtro} will use reasonable efforts to respond to Reseller's inquiries regarding supportin a timely nranner. However, Calltrol does not guarantee the timeliness ofits responses of that t willbe able to answer all af Raseller's inquiries. Reseller shall reimburse Calitral for any out-of-pocket expenses incurred, including, without limitation. telephone, shipping, insurance and travel-related expenses. But no travel will be underlaken axcept upon request of Reseller. Reseller suppert prices and services are in Schedute E. 3.2 Calltrol Consulting Services Any consulting services in connection with training, application development, customizaton or other services requested of Calitrol and furnished by Calltrot shall be furnished at Calltrol’s then standard rates for such sernices untess furnished under a written Calltrol quate specifying different terms.

4.0 Confidentiality and Proprietary Rights 4.1 Confidentiality Reseller and Calitro! acknowledge that, in the course of dealings, each may acquire information about the other party, its business activifies and operations, is technical information and trade secrets, including but not limited to the SDK, which the party considers confidential and proprietary (the “Confidential Information’). Confidential Information shall not include information generally available to of known by the public, or information independently developed outside the scope of this Agreement, Each pany shail hold all such Confidential information in strict confidence and shail not reveal the same except pursuant to a court order of upon request of the other party. The Confidential information shall be salequarded with al least as great a degree of care as each party uses to safeguard its own most confidential materials ar data relating to its own business, buf in no event Jess than a reasonable degrae of care. 4.2 SDK Proprietary Rights Reseller acknowledges and agrees that the SOK and its related documentation are valuable trade secrets of CTV and/ar Calltral and title thereto remains in CTV and/or Calltrol and are not to be disclosed directly or indirectly, by Reseller to any person, cornpany or institution whatsoever other than as expressly set forth in this Agreement, Reseller consents to injunctive rellef for any breach or threatened breach of this provision, Reseller hereby agreeing that other remedies are inadequate.

é. - Page 2 of Li cf Oneratons\Contract Originaisi® esveller Adreement. doc □□□□□

4.3 Unauthorized Copying Reseifer agrees that it will not copy, modify or reproduce the Programs in any way except as expressly permitted herein or as permitted under the applicable license agreement. Reseller agrees to nobty Calltrol promptly upon becoming aware of any circumstances of any unauthorized use or copying of the programs by any persan or entity not authorized to do so. Reseller agrees to cooperate with Calliral and/or CTV in any action necessary to prevent or stop the unauthorized use, 5.0 Warranties and Limitation of Liability 5.1 Limited Warranty to Reseller Far a period of ninety (90) days from delivery to Reseller, Galltrol warrants that the Products conform to their specifications in alt material respects. Any breach of this warranty must be reported in writing within the warranty period in sufficient detall to enable the error to be replicated and a remedy or workaround cartified. If Calltrol is unable to provide a fix or workaround within a reasonable time, Cailtrol will refund the money paid Calltrol for the particular Product. This is the sote operating warranty and remedy with respect to Products. §.2 Warranties to End-Users Except to the extent that warranties are made direct to the End-User in the applicable CTV End-User License Agreement, Reseller agrees that ail watranties te End-Users shall be solely on behalf of Reseller and not on behaif of Calltrol or CTV. Reseller agrees to defend and save Calitral and CTV harmless from any Reseller failure to comply with this provision. §.3 Disclaimer of Warranties EXCEPT FOR THE LEVITED WARRANTY SET FORTH IN SECTIONS 5.4 AND 5.2, THE PRODUCTS ARE PROVIDED “AS 1S’. CTV AND/OR CALLTROL SPECIFICALLY DISCLAIM ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE PRODUCTS AND DOCUMENTATION, OPERATION OF THE PRODUCTS, AND ANY PARTICULAR APPLICATION OR USE OF THE PRODUCTS. §.4 Limitation of Liability INNO EVENT SHALL CTV AND/OR CALLTROL BE LIAGBLE FOR ANY LOSS OF PROFIT OR ANY OTHER COMMERCIAL DAMAGE, INCLUDING BUT NOT LIMITED TO SPECIAL, INCIDENTAL, CONSEQUENTIAL OR OTHER INDIRECT DAMAGES UNDER ANY CAUSE OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, CLAIMS ARISING FROM MALFUNCTION OR DEFECTS IN THE PRODUCTS. CTV'S AND/OR CALLTROL’S MAXIMUM LIABILITY HEREUNDER IS EXPRESSLY LIMITED TO THE AMOUNT PAID UNDER THIS AGREEMENT BY RESELLER TO CTV AND/OR CALLTROL WITHIN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEQING THE CAUSE GIVING RISE TO THE CLAIM.

6.0 Reseller Obligations 6.1 Marketing Efforts Reseller agrees to use its best efforts to promote the sale of the Products. Reseller agrees to provide Calitrol with copies of Resellers promotion and advertising material for the Products prior to use, Reseller shall not use and shall withdraw and retract any promotion or advertising that Calitrol finds inaccurate or in breach of the terms of this Agreement. 6.2 Prohibited Practices Reseller may not sell Products except with concurrent sale of Reseller products of services of significant value. Reseller may not make any contracts or commitments on behalf of CTV and/or Calltroi, Development of Competing Products During the term of this Agreement and so long as Reseller has custody or access to any of the Products, Reseller agrees that it will not directly or knowingly indirectly participate in the development or commercialization of software products competitive to the Products but this provision shall not be construed to prevent Reseller from distributing any products, including products competitive with the Products. Reseller represents that itis pot currently marketing or developing for marketing software performing functions substantially similar to those perfarmed by any CTV or Calltrol Products, that it has no current intention to develop such software, and that itis not currently consulting to any entity with respect to the development of such software,to be marketed to others. * Please See Scion an Altedment 4 Ie 6.4 Reporting Reseller shail provide end-user names, addtesses, phone numbers, and contact information to Callirol as part of an Order, Gatttral shall use this Information solely for verification of end-user status. 6.5 Non-Hire The parties agree that neither will solicit for hire, or hire, an employee of the other during the term of this Agrearment and for twelve (12) months thereafter, Far purposes of this section, an employee fs an indiudual employed by a party in a technical or managerial capacity at any time ia the immediately prior six (G) month period without waitten consent. OH Page 4of 1! 62> _f

4.3 Unauthorized Copying Reseller agrees that t will not copy, modify ar reproduce the Programs in any way except as expressly permitted herein of as permitted under the applicable license agreement, Reseller agraas to nobty Caittre! promptly upon becoming aware of any cifcumstances of any unauthorized use ar copying of the programs by any person or entity not authonzed to do so, Reseiler agrees to cooperate with Cailirol and/or CTV in any action necassary to pravant or stop the unauthorized use. 5.0 Warranties and Limitation of Liability 5.1 Limited Warranty to Reseller For a period of ninety (90) days from delivery to Reseller, Galitral warrants that the Products conform to thei specifications in all material respects. Any breach of this warranty mus! be reported in wating within the warranty period in sufficient detail to enable the error to be replicated and a remedy or workaround carbiied If Caiitrol is unable to provide a fix or workaround within a reasonable ume, Calitrol will refund the money paid Galltrol far the particular Product. This is the sole operating warranty and remedy wath respect to Products, Warranties to End-Users Except to the extent that warranties are mada diract to the End-User in the applicable CTV End-User License Agreement, Reselles agrees that ali warranties to End-Users shall be solely on behalf of Reseller and net on behalf af Callirol or CTV. Reseller agraes to defend and save Calltrat and CTV harmless from any Reseller failure to comply with this provision. Disclaimer of Warranties EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTIONS 5.1 ANO 45.2, THE PRODUCTS ARE PROVIDED “AS iS” CTV AND/OR CALLTROL SPECIFICALLY DISCLAIM ALL WARRANTIES EXPRESS OR IMPLIEO, INCLUDING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE PRODUCTS AND DOCUMENTATION, OPERATION OF THE PRODUCTS, ANO ANY PARTICULAR APPLICATION OR USE OF THE PROOUCTS. ‘.4 Limitation of Liability IN NO EVENT SHALL CTV ANDV/OR CALLTROL BE UADLE FOR ANY LOSS OF PROFIT OR ANY OTHER COMMERCIAL DAMAGE, INCLUDING BUT NOT LIMITED TO SPECIAL INCIDENTAL, CONSEQUENTIAL OR OTHER INDIRECT DAMAGES UNDER ANY CAUSE OF ACTION ARISING OUT OF O08 RELATING TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, CLAIMS ARISING FROM MALFUNCTION OR DEFECTS IN THE PRODUCTS. CTV'S AND/OR CALLTROL’S MAXIMUM LIABILITY HEREUNDER 1S EXPRESSLY LIMITED TO THE AMOUNT PAIO UNDER THIS AGREEMENT BY RESELLER TO CTV AND/OR CALLTROL WITHIN THE Six (6) MONTH PERIOD IMMEDIATELY PRECEDING THE CAUSE GIVING RISE TO THE CLAIM. 6,0 Reseller Obligations 6.1 Marketing Efforts Reseller agrees fo use ils best efforts to promote the sale of the Products. Reseller agrees to provide Calltrot with copies of Resellers pramotion and advertsing matenal for the Products prioy to use, Reseller shall not use and shall withdraw and retract any promotion or advertising that Calitral finds inaccurate or in breach of the terrns of this Agreement, 6.2 Prohibited Practices Reseller may not sel! Products except wath concurrent sale of Raseller products or services af significant value. Reseller may not make any contracts or commitments on behalf of CTV and/or Cailttral

6.3 Development of Competing Products Ouring the tem of this Agreernent and so long as Reseller has custody or access to any of the Products, Reseiler agrees that it veil not directly ar knowingly indirectly participate in the development ar cammercialization of software products competitive to the Products but this provision shall not be construed to prevent Reseller from distributing any products, including products competitive with the Products. Reselier represents that itis not currently marketing or developing for marketing software performing functions substantially similar to those performed by any CTV oF Cailtrol Products, that it has no current intealion to develop such software, and that itis not currently consulting to any entity with respect to the development of such eottwara,to ba marketed to others 2° > Hm Pease chAUN On Atheihmeny 1 [it vfs 6.4 Reporting Resefier shall provide end-user names, addresses, phone numbers, and contact information ta Caliol as part of an Order, Catltrel shall use this information sotely for verification of end-user status 6.5 Non-Hire The parties agree that neilher will solic for hire, ar hire, an employee of the other during the term of this Agreament and for twelve (12) months tharealter, Far purposes of this section, an ernployee is an indwdual employed by a party in a technicat or managerial capactty atany time in the immediately prior six (6) month period without witlen consent any .

7.0 Tamm and Termination 7.4 Term This Agreement shall have an initial term of two (2) years from the dale last signed below ((he “Initial Term’), and shall thereafter automatically renew far successive one (1) year periads (each a "Renewal Tern’), unless earter terminated in accordance with the terms of this Agreement. Either party may terminate this Agreement effective on the last day of the intial Term, of at the end of any Renewal Term, by serving written notice of such termination on the other party at least ninety (90) days prior to the effective date thereat. Termination This Agreement may be terminated immediately by Cailtrol upon written notice under any of the following conditions: (a} if Reseller shatl be declared insolvent or bankrupt. {b) if a petiton is filed in any court to declare Reseller bankrupt or for a reorganization under the Bankruptcy Law or any similar statute and such petition is nat dismissed in sixty (60) days or ifa Trustee in Bankruptcy or a Receiver or similar entity ig appointed for Reseller: if Reseller does not pay Calltrol within 10 days of written notice that a payment is overdue: (d} if Reseller breaches the provisions of Sections 4.[, 4.2 or 5.2 of this Agreement: ar (e) if Reseller otherwise materially breaches the terms of this Agreernent, and such breach is aot cured within thirty (30) days alter written notice of such breach, 7.3 Duties Upon Termination Provided termination is nota result of a material breach af Sections 4.1, 4.2, or 5.2, the parties agree to continue their cooperation in order to effect an orderly termination of their relationstup. Far up to one (1) year after terminadon, Reseller may continue to fulfill maintenance commitments made in good faith and in accordance with this Agreement prior to notice of termination. Upon termination, Reseiler shali have no fight to order of receive any additional copies of the Products and alt of Reseller’s rights and licenses granted hereunder shall immediately cease except to the limited extant necessary to fulfill such maintenance commitments. Within thirty (40) days of termination, Reseller shall return all copies cf any promotional materials, marketing literature, written information and raports pertaining to the Products that have been supplied by C.T. Ventures and/or Cailirol except to the limited extent necessary to fulfil maintenance commitments under this Section 7.3. 7.4 indemnification forinfringement Cailltrol agrees to defend and indemnify Reseller from any money judgment, costs and attorney fees awarded to the extant due to a clair of infingementofa U.S. patent, copyright, or other intellectual praperty right by the unmodified Products as furnished by Calitral. If a Product has been found to infringe or if in Calltrat’s judgment such a finding js likely, Calltrot will @} replace the Product with a non-infringing product of equivalent functionality; or □□□ madify the Product to become non-infanging but of equivalent functionality, or (i) if neither of the first two alternatives is reasonably available, refund the license fees paid Caitrol far the infringing Product on a five year use amortization basis from the date of delivery to Reseller, This is the sole remedy for infringement. The mdeninitias of this Section are subjectto Reseiler granting Calitrol prompt notice of any such claims and grantng Cailltrol (and/or CTV, as directed by Cailtrol) fuil control of the defense or settlement thereof, These indemnities do not apply to any infringement thal would not be such except for Reseller or third party supplied elements.

8.0 Miscellaneous 8.4 Force Majeure Neither party shall be liable or deemed te be in defaull for any delay or failure in performance under this Agreement or interruption of service resuiting directly or indirectly from acts of Gad, or any causes beyond the reasonable control of the party. Applicable Law, Jurisdiction, and Venue This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard ta canflicts of laws, The parties agree that the application of the United Nation Convention on the International Sale of Goods is specifically excluded, Jurisdiction far litigation of any dispute, controversy or claim arising out of of in connection with this Agreement, or the breach thereat shall be only in the Federal or the State Court with competent jurisdiction located in Westchester County, State of New York, 8.3 Right to Exarnine Records ODuring the term of this Agreement and for three years thereafter, Reseller shall maintain accurate books and records af all licenses granted for the Products, End-Users receiving maintenance and fees paid and te Page 4 of 1} initials f C “4 □□□□□□□□□□□□□□□□□□□□□□□□□ Orainals\Reseller Agraement doe Of26/2004

payable to Calltrol under this Agreement. Upan reasonable natice to Reseller, and no more frequently than twice a year, Reseller shall make such baoks and recofds available to CTV and/or Calitrol for inspection and copying. 8.4 Export Controls and Gertification Resetier agrees to camply with the Export Control Regulations of the United States and is responsible for compliance with any certification requirernents of any country, except the United States, in which Reseller uses or sells the Products, 6.5 Enforcement by CTV Reseller agrees that provisions of this agreement affecting proprietary rights and limitations of use affecting the Products may be enforced by either or both Calltral and CTV. 8.6 Entire Agreement This Agreement, including the Schedutes attached hereto, constitutes the entire agreement between the parties with reepect to the subject matter hereot and supersedes all previous proposals, both oral and written, negotiations, representations, commitments, writings and all other communications between the parties. This Agreement may not be modified except by a writing signed by a duly authorized representative of each of the parties, 8.7 Independent Contractors It is expressly agreed that Calltral and Reseller are acting hereunder as independent contractors and under no circumstances shail any of the ernployees of ane party be deerned the employees of the other for any purpose, This Agreement shall not be construed as authority for either party to act for the other party in any agency or other capacity, or to make commitments of any kind forthe account of or on behalf of the other except to the extent and fot the purposes provided for herein. 8.8 Assignment This Agreement is not assignable by Reseller except with lhe advance written consent of Calltrat. 8.9 Severability and Waiver any provision af this Agreementis determined by a court af competent jurisdiction to be invalid ar unenforceable, such determination shall not affect the validity or enforceability of any other part or provision of this Agreement. No waiver by any party of any breach of any provisions hereof shall constitute a waiver of future or continuing breaches unless made in writing signed by the party, The following attachments are part of this Agreement, AHodhmet 2: Exchunon Serta 6%: Schedule A: Products and Territory ; Schedule B: Prices and Payment Schedule C: End-User Licensa Schedule D: SDK License Schedule E: Reseller Support Schedule F. Technical Contact

IN WITNESS WHEREOF, the parties hereto have executed this Agreement by 4 duly authorzed representalive as of the dale set forth above,

Company: Lowy SCH A B Calitral Corporation wt Name: B Oey By ji andes ce Name: _ va ee for 4 we. Signature: Z peste ba fanuctie Signature: Ky, an Lk (

Title: _¢ □□ CG Title: OY. n0i-00-26 |sale2- Date: 2002-62 7 26 Date: “Ay

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payable to Cailivol under this Agreement Upon reasonable notice lo Reseller, and np more frequently than twice 2 year, Reseller shail Make such books and reco(ds avaiiable te CTV and/or Callirei for inspection and copying, 8.4 Export Contrels and Certification Reseller agrees to comply with the Export Contre Regulations of the United States and is responsible for compliance with any certification requirements of any country, except the Uniled States, in which Reseller uses or Sells the Products, Entorcement by CTV Resetet agrees that provisions of this agreement affecting proprietary rights and limitatons of use affecting the Products may be enfotced by either of both Calltral and CTY, 4.6 Ente Agreement This Agreement, including tha Schedules attached hereto, constitutes the entire agreement betwaen the parties with respect to the subject matter hereot and supersedes all previous praposals, both oral and written, negotiations, fepresentations, commitments writings and ali other communications between the parties, This Agreement may fot be modified excepl by a wating signed by a duly authorized (epresentatve of each of the parties

8.7 Independent Contractors it is expressly agreed that Calttrol and Reseller are acting hereunder a5 independent contractors and under no cucumsiances shail any of (he employees of ane pany be deemed the employees of the other for any purpose This Agreement shall nat be construed as authority for elher party to act tor the ather party in any agency of other capacty, of to make commiament of any Kind forthe account of or on behalf of the other exceptto the extent for tha purposes provided tor herein, Assignment This Agreement is not assignable by Reseller exce pt with the advance written consent of Calltrol, 8.9 Severability and Waiver jf any provision of this Agreementis determined by a coun of competent junsdichon te be invalid or unenforceable, such determination shall not affect the vaiidity or enforceability of any other part of provision of this Agreement, No waiver by any pany of any breach of any provisions hereof shall constitute a waiver of future or continuing breaches unless made is writing signed by Ine pany. The following attachments are part of this Agreament. AW ccemaat 4) Excise Sechun & 4, Ke . Schedule A: Products and Territory Phe Schedule B: Paces and Payment Schedule C-: End-User License Schedule D: SDK License Schedule E: Reseller Support Schedule F: Technical Contact

‘ee IN WITNESS WHERE the partes hereto have executed this Agreement by a duly authorized representative as ol the date set forth above.

Lox 4 3 of AL ee Cativol Corperation ad Dard Seran Name: . B par ne By I a nder Name re a a . Signature: Pure J fentbe Signature, WHEL. Tite: CE 0 Title: OP ae lo eo _ £002-02-26 pate Bf

Attachment 1: Exclusien to section 6.3:

Calltrol acknowledges that Reseller has already developed and marketed ang antends to continue to develop and market an IVK system supporting AME scripting and that controls inbound call queues through traditional PBX integration where no switching is done within the IVR system (Existing Product). The parties agree that Reseller's Existing Preduct and at's ongoing development including the addition of support for TAPL & TSAPI is specifically excluded from the competitave restricticens of paragraph 6.3, If Reseller begins to develop the Existing Product or a new product inte @ switthang platform or predictive digler or implements a published API substantiaily similar to of modeied after . _ the Calitrel products it will be deemed a violation of the ft ssdemtualiey. restrictions of paragraph 6.3. The word’Bublished {%s [it used to describe a written specifacation that ig shared with others auteide of the parties for the purpose of application integration and ig mot necessarily public anformation.

Initiais5/S iD

Schedule A: Products and Territory

/ CTV Products QAPDE (Open Architecture Predictive Dialing Engine) - Schedule C license OTS (Object Telephony Server) - Schedule C license Various other programs and documentation for Computer Telephone integration - Schedule C license __... P$240 Developer's Kit for OAPDE/OTS - Schedule D license ¥ Reseller Support - Schedule E _ Third Party Products

Territory v Worldwide op ‘4 Page 6 of it Initials i

schedule B: Prices and Payment

Prices LIST Value Added Reseller / Solution Provider QAPDE — Price per outgoing line not to exceed: $506.00 $425.00 OTS NT - Pace per Dialogic port not io exceed: $397.00 $338.00 Please review our separate price list for Value Added Resailer / Solution Provider discounts and certified hardware components and pricing. The price hist also includes a schedule with other fees and charges that may apply Prices are subject to change with 30 days advance notice,

Payment Fuil payment of the Price for all Orders of the Product and associated shipping costs are due ard payable by Reseller to Calltrol Corporation C O.D. Certified Check or via wire unless otherwise specified in writing. Unless otherwise provided by the Invoice Terms, all other fees and expenses payable hereunder for which CTV and/or Calltral issues an invoice to Reseller shall be due and payable thirty (30) days from the date of the invoice. Uniess otherwise provided by the Invoice Terms, 4 late payment charge of the lessor of ane and one-half percent (1.5%) per month or the highest interest rate allowed by applicable law shall be charged upon all unpaid amounts due hereunder for more than thirty (30) days. Reseller shall reimburse CTV and/or Calitroi for any out-of-pocket expenses incurred at Resellers request. including, without limitation, telephone, shipping, insurance and travel-related expenses. iP Page 7 of 11 initials HS h sn we). Saale Ruse ater Aearaement dae arg

Schedule C: End-User License

pes x Page B of 11 Initiale RB Vi

Schedule D: SDK License

& )} Page 9 of |) initiats . noe ht “Dee oe eee betes es Aor ee at ae AA □□□□□

C. T. Ventures, Inc. Software Developer’s Kit License Agreement

Licensee: Lox { Sot Agreement No. On File, Site Location:

Licensee agrees to accept and C, T. Ventures ("CTV") agrees to grant to Licensee a non-transferable single copy license to CTV's Software Developer's Kit software under the following terms and conditions. 4. Proprietary rights and use restrictions (1) Proprietary rights of CTV in the software = Licensee recognizes that the computer programs, system documentation manuals and other materiats in the CTV Software Developer's Kit (the “SOK" or “Licensed Programs”) are subject to the proprietary rights of CTV or of CTV's licensors. Licensee agrees with CTV that ihe SOK programs, documentation and all information or data supplied by CTV in machine-readable form are trade secrets of CTV or of its licensors, are protected by civil and criminal law, and by the law of copyright, are very valuable and that their use and disclosure must be carefully and continuausly controlled, Licensee further understands that operator manuals, training aids and other written materials are subject to the Copyright □□□ of the United States. CTV and its licensors retain title to ine programs, documentation, and information or data in the programs. Licensee shall keep each and every item to which CTV or tts licensors retains title free and clear of all claims, liens and encumbrances except those of CTV, and any act of Licensee, voluntary or involuntary, purporting to create a claim, lien or encumbrance on such an item shall be void. (2) Restrictions on Licensee's use and disclosure The Licensed Programs are for tne sole use of Licensee and are to be used solely io interface, configure and support client applications for CTV licensed OTS software The Licensed Programs may be disclosed solely to Licensee employees and to Licensee consultants on a need-ta-know basis and, in the case of consultants, written agreement by the consultant to comply with the terms of this Agreement. (3} Corpetitive uses Licensee agrees that while this License is in effect or while it has custody or possession of any portion of the SDK and/or CTV Licensed OTS software, (1 will not directly or indirectly lease, license, sell, offer or negotiate to develop, iease, license ar sell, or olherwise negotiate or contract for any software similar lo the SOK and/or the CTV OTS software, bul this clause shall not be construed to profubit Licensee from acquiring for its own use any software from third parties including competitive software. (4) Copies Licensee agrees that while this License is in effect, or while # has custody or possession of any property of CTV or its licensors, it will not (1) copy or duplicate, or permit anyone else to copy or duplicate, any physical or magnetic version of the computer programs, documentation or information fumished by CTV in machine-readable form, (2) create or attempt (9 create, or permit others to create or atlempt to create, by reverse engineering or otherwise, the source programs or any part tnereof from the object programm or from other information made available under this License or otherwise Licensee may make backup Copies but such copies shall be kept solely ai the authorized site. (5) Use restrictions The computer programs licensed hereunder shall be used only on a single personal computer, Al programs, documentation, and materials in machine-readable form supplied under tms license Shall be kept in a secure place, under access and use restrictions not less strict than those applied to Licensee's mast valuable and sensitive programs. (6) Unauthorized acts Licensee agrees to notify CTV immediately of the unauthorized possession, use, or knowledge of any item supplied under this license and of other information made available {o the Licensee under this Agreement, by any person or organization not authorized by this Agreement to have such a) use or knowledge. Licansee will promptly furnish full details of such possession, use or knowledge □ Page 1 of 5 □□□ v

to CTY, will assist in preventing the recurrence of such possession, use of knowledge, and will cooperate with CTV and/or CTV reseliers in any litigation against third parties deemed necassary by CTV to protect its propnetary nghts. Licensee's compliance with this subparagraph shali not be construed in any way as a waiver of CTV's right to recover damages or obtain other relief against Licensee for its negligent or intentional harm{o their respective proprietary rights, or for breach of contractual rights. (7) Inspection To assis! in the protection of proprietary rights, Licensee shall permit representatives of CTV to inspect at al] reasonable times arly location at which items supplied are being used or kept. (8) Transfer of license rights The Licensee's righls to use the programs, dacumentation, manuals and other materials supplied by CTV hereunder shall nol be assigned, licansed, or transferred to a successor, affiliate or any other person, firm, corporation or organization, voluntarily, by operation of law, or an any otner manner without the pnor written consent of CTV. (9) Remedies if Licensee attempts to use, copy, license, ar convey the items supplied by CTV hereunder, in a manner contrary to the terms of this Agreement or in competition with CTY ar in derogation of CTV proprietary nights, whether these rights are explicitly herein slaled, determined by law, or otherwise, CTV shall have, in addition to any other remedies availabie to them, the right to injunctive relief enjoining such action, the Licensee hereby acknowledging that ather remedies are inadequaie. 2. LIMITED WARRANTY THE LICENSED PROGRAMS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE LICENSED PROGRAM IS WITH LICENSEE. Licensor does not warrant that the functions contained in the Licensed Programs will meet Licensee's requirements or that the operation of the Licensed Programs will be uninterrupted or error free. However, Licensor warrants the diskette(s) on which the Licensed Programs are furnished to be free from detects under normal use for a period of ninaty (90) days from the date of delivery to Licensee as evidenced by a copy of Licensee's paid invoice. 3. Limitations of remedies Licensor’s entire liability and Licensee's exclusive rernedy shall be the replacement of any diskette not meeting Licensor’s “Limited Warranty” and which is returned to Licensor or Licensor’s authorized reseller with a copy of Licensee's paid invoice. If licensar or the dealer is unable to deliver a replacement diskette which is free of defects Licensee may terminale this Agreement by returning the Licensed Programs, and the license fee will be refunded. ‘Inno event will Licensor be tiable for any damages, including any lost profits, or other incidentat or consequential damages ansing out of the use or performance of such Licensed Programs even if Licensor or an authorized Licensor dealer has been advised of the possibility of such damages. Licensee agreas that Licenser’s liability arising out of contract, negligence, strict liability in tort or warranty shail not excead any amounts paid by Licensee for the particular Licensed Programs identified above. 4 This Agreement is effective from the date hereof and shall remain in force until terminated. This Agreement may be discontinued by the Licensee at any time upon writen notice, Licensor may terminate this Agreement if the Licensee fails to comply with any of the terms and conditions of this Agreement. Licensor shail have the right to terminate this agreement and Jicense(s) granted herein: (1) Upon ten days’ written notice in the event that Licenses, its officers or employees violates any provision of this Licanse Agreement including, but not limited to, confidentiality and payment: (2) In the event Licensee (}} terminates or suspends its business, (ii) becomes subject to any bankruptcy of insolvency proceeding under federal or stale statute or (iii) becomes insolvent or becames subject to direct comro! by a trustees, receiver or similar authority, Page 2 of §

In the event of termination by reason of the Licensee's failure to comply with any part of this agreernent, or upon any act which shall give nse to Licenser’s right to terminate, Licensor shall have the right, at any time, fo terminate the license(s) and take immediaie possession of tne Licensed Programs and documentation and all copies wherever located, without demand or notice. Within five (5) days after termination of the ticense(s), Licensee will retum to Licensor the Licensed Programs in the form provided by Licensor of as modified by the Licansee, □□ □□□□ request by Licensor destroy the License Programs and aif copies, and certify in writing that they have been destroyed. Termination under this paragraph shail not relieve Licensee of its obligations regarding confidentiality af the Licensed Programs. Without limiting any of the above provisions, in the event of termination as a result of (he Licensee's failure to comply with any of its obligations under this License Agreement, the Licensee shall continue to be obligated for any payments due. Termination of the license(s) shall be in addition to and not in lieu of any equitable remedies available to Licensor or Licensors authorized reseller. §. General (1) The parties acknowledge that they have read this Agreement, understand it, and agree to be bound by its terms and further agrees that il is ihe complete and exclusive siatement of the Agreement, which supersedes and merges all priot proposals, understandings and all other agreements, oral and written, between the parties relating to this Agreement. This Agreement may not be modified or altered except by a written instrument duly executed by both parties. (2) This Agreement and performance hereunder shail be governed by and construed in accordance with the laws of the State of New York. (3) The waiver or failure of either party lo exercise in any respect any (git provided for herein shail not be deemed a waiver of any further right hereunder. (4) No action, regardless of form, arising out of this Agreement may be brought by Licensee more than one {4} year after the cause of action has arisen. {5} Either party shall have the right to collect from the other party its reasonable expenses incurred in enforcing this agreement or collecting any amounts due from that party, including attorney's fees. (6) if any of the provisions, or partions thereof, of this Agreement are invalid under any applicable statute or rule of law, they are to that extent to be deemed ornitted. (7) This Agreement becomes effective when signed by both parties.

IN WITNESS WHEREOF, the parties hereto have execuied this Agreement by a duly authorized representative as of the date set forth below.

c. T. Ventures, Inc. Licensee

By nn cet David Fradman Print Vice President Title Date Date

Page 3 ofS LOVER

Schedule A Order Supplement

oy Page 4 of 5 initiels Li + a ete KE arcee

Schedule B Technical Contact Information

A Page § of § Gy . hee i fr Ki 77202000 oye DeWdlapers icense BPeD N fho8 ipl PER INE A@iwaane Wo Cy FN OR laa

Schedule E: Reseller Support Maintenance: There is NO CHARGE to the reseller for technica} assistance and support during standard business hours (9:00am — 5:00pm Eastern time) for efforts to develop, deliver and install systems based on the Calltrol Corporation platform. Standard Support means giving you, the reseller, reasonable access to a certified Calltrol Corporation technical representative. This access will be provided to your qualified personnel and is not intended ta be used for taining purposes. A software maintenance plan covering the cost of providing software updates and continued maintenance is available. The plan is specific to each end-user and each end-user system, The cost of maintenance is 10% of Calltrot license fees. Refer to our Maintenance Plan for more information. We provide softwars maintenance only for those end-users you register with us. Maintenance will provide end-users with the most current version of aur product. GNLY THE MOST CURRENT VERSION OF QUR PRODUCTS ARE ELIGIBLE TO RECEIVE SUPPORT. You must provide us with a completed registration form isting each individual end-user that requests to be added to the maintenance plan and remit annually the commensurate maintenance fees, in a situation where suppor is provided far the benefit of an unregistered, unpaid end-user per your discretion or request, the resaliar may be responsible for the maintenance fee for that end user fer one full year, plus a $300.00 processing fea. (Maintenance is retroactive to 7/1/00 of the original invoice date — whichever is later.) : J 1 wish to enroli in the Maintenance Program KE si decline the Maintenance Program 24 Hour Phone Support: This service has been designed to provide you and your customers with around-the-clack support by providing you, the reseller , 24- hour to a certified Calltroal Corporation technical representatve, Emergency trouble shooting services are promded 24-hours per day, 7-days per week (installation and development concerns are only available during standard business hours). This access will be provided to your qualified personnel and is not intended to be used for training purposes. We wil provide 24 Hour Phone Support to the reseller for reseller benefit for an annual fee of $250.00 tor up te 24 ports (parts = agents + lines) and $7.50 for each additional port, per system. We will provide 24 Hour Phone Supportto the reseller tor an end-user's benefit for an annual fee of $400.00 far upto 24 ports (ports agents + lines) and $10.00 for each additonal port per system. We will provide 24 Hour Phone Support at no addtional charge for the benefit of the reseller and all registered, fully paid users if over 50% of the end-user account base is registered with us anct associated Standard Support fees are paid. In order to take of this benefit, a list of all your end users must be submitted to us in advance This list will be matched against our information base to assure the 50% thrashold is agreed upon. / Support only be provided upon key serial number verification. In a situation where support is provided for the benefit of an unregistered user per your direction or request, the reseller may be responsible for the maintenance fee for thatend user for one full year, plus a $300.00 precessing fee. | wish to enroll in the 24 Hour Phone Support Program for Reseller decline the 24 Hour Phone Support Program for Resellers □□□ tt an tN RR RR Authorized Signature ° Get ry Cex fogs Print Name . Bern By lewin Date - ZOO 2-0 2°26 ay Page iG of 14

Schedule F: Technical Contact Information

Py Po Page Li of 14

Calltrol Corporation Technical Contact Information Customer LOY MG Agreement No. 1534 (Xf Reseller ("J End User IX] Developer Only the contacts listed below are authorized to contact Calltro! for technical assistance. Use, duplication and distribution of the development materials are restricted by the software license and international copyright laws. □□□ Specify 7 Character User 6 Character On Fw ¢ / Password for web access __ ~~... ee Primary Technical Contact Secondary Technical Contact Name _ IS en A lancer Mackin Lou veh Address aes Vraan 11 baqan 14 632 SV Frdsén B3IT1 Feoscn phone *HG~ GS - (@'SHHO 46> G'S - 1B SHHO pax t4GrOS- □□□ □□□ 4HG- 6S - (246 35 Email Address OLOCM G@\oxysott.se ywaartin @ loxuser € se. Licensed Customer Information ne

Customer Name LEX yet A& ener es Address ne sivn saan ( / stant 85254 Fresdn Sweden phone 446 (63 (63440 | FAX t4b (O)83 £24035" _ Email Address frzo Sexy soft. SE Authorized Signature ZB coer By border Print $ nae H Ba { ander ‘ __ pate L602 2-26

un Bll Page { of 1 OGparafinasiContract Orgmnals\Technical Contact doc of26/2004

Calltrol Corporation Order Supplement Agreement # [5 3 7 Customer: L. oY gg ft a Order Supplement No._ 34-0 Software fitem Descriptio niModel eee ee □□□ ee ee ne an ke So reer tHe 43 Potts O'S b£o Outed Cre Fahey woul $13 pb @ Corben — Mgattr Cowcs @ 8 AF¥.0D eat FA en Callhol Herre Seypoit @ 8 35.00 2 3 Dod | Pirst {ear Mawtenen& vic Let Oh lt, Secomty kag noe \ SOK Ceadit ess Yank fee farce one RTE 471 ap

Total Software & Hardware = 20 459.0 . Services sue aes toes ae SS Ship key Dewe to Cony sof 40.0

Fotal Services [FP 40.02 | Total Software, Hardware and Services ; $ Z0,.997.® iPayment Schedule (Payments to B uffalo are due as previously noted and in accordance with the following schedvie.) □ Amount * 1. Deposit with Agreement # $40. @ ee %. 30 Deys Bid saw Total: "Tax, if any, will be added. asf oe) ee Authorized by: fe Et Bele ngler pater 2002-0 2-3 “ a ars a Print: Bp eo ki fou lauter

□□□□□□□□□□□□□□□□□□□□□□□□□ oriqinals\Order Supolement.xls Pade □□□ □ : a4 Af7004

Calltrol System Data Form PRONE! (914) 747-8500 FAX: (914) 747-8595 customer _L 6¥ Y Contact. Ay ental Sales Person Of Contact Phone 796 —€ 3 3940 Fax, l\Leogs Configuration Oate Started zh ae Onder, # Leto Circle one OAPDE TS {For help, see: s:\Gales\Post Sales intemal Procedures & Foons| Instructions. Telephony Server System Data Formdoc} Ship Infannation End User information Company seo AB Keompany /é lad Con tact benfar AB a z Sreshnsan Jf Address —Otavre 22 FO yd = □□ Frdison 4056 Gdi £38 Swe Sweden aes! : fl oF □ Attention: Z deh | By lander ee Other Spo ogra (Check box to CC on slatus} i 3 □ | Phone: £46"65~ BSYIO FAN +16 63 (240. Name Jobies opclender Phone 196-698 Zi | CCT co □□ Ginn & fenyse At ne Email toting @{ee bse, FAX +46-693- 2/550. | □□□□ I Shipping Method (Jredex Chusmait Churs (RPS (Jaibome Clomer BG . x □□ Tracking Code Pie Up DateTime 8 8 □□ . i aon | Shipping Cost | Shipping Date: Scheduled Actual ss dT □□ pping Cost seweeerenene teen a corel e bo OAPDE / OTS (J keylock [7] Conferencing CJ DOS VerrServ-Pak rio 3 3 Version: “No. Lines: Exp. Date LIWiNT VerSen-Pak 5 & Connects Ser. No. “C]aisc (CDNA Ver Hs og ooo. eee FE BTS I cTsaooe [} cTss5200 f}cTs7eoo []CorfCards [] Break OutBox . [J] csu 55 Station {J Analog Station [] Tt Trunk — ([] Anstog Trunk [J] SC Gable: 4, 6,16 () ESP □□□ | System has: Boards ss Cables. Final System Plans to have: Boards Cables | “je □□ RR A HT □□□□ | ary MODEL (cou, cables, pc} SER# (5) LL □□□ OTS att Ue Me . : ° □□ A Kon calitel eddie 4] | heer Dongle. “deewnty beg 23 . . . H a0 i peer erred nana eeeennnenneeminm ev Fre r 2 28 . 4 — 7 □ □ tn if 28 . hice pe | nn 1/3 mn tenet □ □□ dooce enact tata | | ge dhe es A} © □□ ae | Special Concerns : □□ 3 □ IS

wot BE woe a, os . ] CORPORATION

FAX COVER SHEET TO: Bjorn Bylander FAX:

Dear Bjorn, Please initial the changes on the attached pages — 3, 5, and 6. Please fax and mail the pages to me. When | receive the initialed pages, | will send to you an executed copy of the Reseller Agreement. Thank you for your assistance in this matter. Vie orothy Gay Senior Administrator

400 Columbus Avenue, Valhalla, N¥ 10595 Tel: 914/747-8500 Fax: 944/747-6595

Loxyso£tt

FAX COVER SHEET

TO: Dorothy Gay FAX: 0019147478595 FROM: Bjérn Bylander DATE: 2002-06-18 SUBJECT: Changes to Reseller Agreement rr erp yuna

SUNT. CUNEO CUPPALY Gd di PAE Weedwey Pe □□

4,] Unauthorized Copying Reseller agrees that 1 wii nat copy, modify ar reproduce the Programs in any way □□□□□□ as exprassly permitted harsin of as permmed under the appiicabte license agreement Reseller agrees to nodty □□□□□□□□ promplly upon becoming aware of any circumstances of any unauiherized uae oF copying of the progtams by any person of entity not authonzed to do so, Reseller agrees lo cocperate with Cafltral and/or CTV in any acton necessary to prevent □□ Stop the unesuthorized use, 5.0 Warranties and Limitation of Liability 5.1 Limited Warranty to Reseller For a periad of ninaty (96) days from delivery to Reseller, Caltrol warrants thet the Products conform to theif specifications in elf material fespects. Any breach af this warranty must be reported in writing within the warranty period in sufficient detail to enable the error lo be replicated and a remady of workaround corbied. if Cafltro! is unable to provide a fix of workaround volhin 4 rewsonable time, Cailtrel will refund the money paid Calitrot forthe particular Froduct, This the sole operating warranty and remedy mith racpect to Products. § 2 Warranfies to End-Users Except to the extent that warranties are made direct to the End-User in the applicable CTY End-\ser License Agreement, Reseller agrees that all warranties to End-Users shall be solely on behalf of Rasellar and not on behalf of Calltrol or CTV, Reseller agrees to defend and save Calltrol and CTV harmiags fiom any Raseller failure te comply with this provision, Disctaimer of Warranties EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTIONS 4,1 AND 5.2, THE PRODUCTS ARE PROVIDED “AS iS’. CTV AND/OR CALLTROL SPECIFICALLY DISCLAIM ALL WARRANTIES EXPRESS OR IMPLIED, INCLUOING BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TQ THE PRODUCTS AND DOCUMENTATION, OPERATION OF THE PRODUCTS, ANC ANY PARTICULAR APPLICATION OR USE OF THE PRODUCTS. 4.4 Lipftation of Liabiity IN NO EVENT SHALL CTV ANO/OR CALLTROL BE LIABLE FOR ANY LOSS OF PROFIT OR ANY OTHER COMMERGIAL DAMAGE, INCLUDING SUT NOT LIMITED TO SPECIAL, INCIDENTAL. CONSEQUENTIAL OR OTHER INDIRECT DAMAGES UNDER ANY CAUSE OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, CLAIMS ARISING FROM MALFUNCTION OR DEFECTS IN THE PROQUOTS, CTV'S ANOD/OR CALLTROL'S MAXIMUM LIABILITY HEREUNDER IS EXPRESSLY LIMITED TO THE AMOUNT PAID UNDER THIS AGREEMENT BY RESELLER TO CTV AND/OR CALLTROL WITHIN THE SIX (GE) MONTH PERIOD IMMEDIATELY PRECEDING THE CAUSE GIVING RIS& TO THE CLAIM.

6.0 Reseller Obligations Marketing Efforts Reseiter agrass {0 uso its bast efforts to promote the gale of the Products. Reseller agrass to provide Caiitral with copies of Resellers promobon and advertising material for the Products prior to use, Reseller shali not use and shail withdraw and retract any promotion or advertising thal Calitral finds inaccurate or in breach of the terms of this Agreement. 6.2 Prohibited Practices Reseller may not sell Products except with concurrent sala of Rexeller products of services of significant value. Reselier may not make any contracts of commiments on behalf of CTV and/or Calllvol. 63" Deveiepment of Compaiing Products During the ieim of this Agreemant and a¢ fang as Reselier has custody of access to any of the Products, Reselier agrees that it will not diractly or knowingly indirectly participate in the develapment ar commercialization of software products competitive to the Products bul {nis provision shall not be construed to prevent Reselar from distributing any greducts, Including products compelitive with the Products, Reselier represents that (lis not currently markating or developing for marketing software performing functions substantially similay to those performed by any CTV or Calitrol Products, thatit has no cutrent intention te develop such software, and that is nat currently consulting _to any antity with respect to the devetopment of such softwargto ba marketed to others. □□□ mM Plesse See teehuin on ANtihmenke 1 o) fe oh 6.4 Reporting Fasotiershall provide end-user names, (estes, phona numbars, and centact information to Cafivel as part gf an Order, Caltirof shell use (hiv information cotely for verification of and-user status. 6.5 Non-Mire The parlies agree that neither vil soleit for hire, or hire, an employee of the other during the term of this Agreament and for twelve (12) montha thereafter, For purposes of this section, an amployee is an induidual employed by a party in a technical or manegesial capactty at any time in the immadiatety prior six (6) month period wanoul weittan consent

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payable to Caittrot under this Agraement Upon reasonable natice lo Reseller, and no more frequently than twice @ year, Reseller shail make such books and records available we CTV and/or Catliol for Inspection and copying. 8.4 Export Controls and Certification Reseller agrees to camply with the £xpurt Control Ragulations of the United States . and is responsible for Compliance with any certification requirements of any country, except the United States, in which Regellar vses or sells the Products, 8.5 Entercament by CTV Reseiler agrees thal provisions of this agreement affecting proprigtary rights and lemons of use affecting the Products may be enforced by alther or both Calitral and CTV. 8.6 Entice Agrearment This Agreement, including Ine Schedules attached hereto, constitutes the entire agreament between the parties with respect lo the subject matier hereof and suparsadea all previous propogals, both oral and written, nagonations, representations, commitments, wiilings and all other communications between the patties. This Agreement may modified except by 4 writing signed by a duly authorized (epresentabve of each of the parties. 8.7 Independent Contractots it is expressly agreed that Calftrot and Reselier are acting hereunder as independent contractors and under no creumslances shall any of the employees of one party be deemed ihe employees of the ather for any putpase. Thig Agraament shall nol be construed as authority tor either party te acl for the ather party in any agency of olher capacity, arto make cammaments of any kind forthe accaunt of or on behalf of the other except to the extent and fot A the purposes provided tor herain, 8.8 Assignment This Agrrement ls nol assignable by Resellar except with lhe advance written consent of Calitral, 5.9 Severability and Waiver jf any provision of this Agreement is determined by a courta! campatent jurisdiction to be invate of unenforceadie, such determination shall not affect the validity of enforceatility of any other part of provision af this Agteemiant. No waiver by any party of any braach of any provisions hereof shall constitute a waiver of future or continuing braaches uniass made in writing signed by the party. The following attachments are port of this Agreament. AM cibprent Te Eucla 4D Seater &3 PX Schedule A: Praducts and Territory Schedule 6: Prices and Payrnent Schedule C: End-User License Schadule O. SDK License Schedule ©: Resallet Support Schedule F; Technical Contact “IN WITNESS WHEREOF the parties hereto have executed this Agraemant by a duly authorized representative as of the date set farth above.

Company: Loxysey A B Catitral Corporahon \ nw’ □ a tC Name; B j2r By lander Name: ar J C ee rg , a / Signature: Fogatres bptendic _ Signature: ” Tite: CE Title: QL ye a : | oR Date; £002-02 £6 Date:

[*}

Received Time Jun. 4:37AM

rT ve Gorn GUPPALY ENT Jaa (4% Gad NO. fd49 Fe □□□

Attachment 1: Exolugion to saction &.3:

Calltrol gcknowledges that Beselier has already Gaveiopad and marketed and antends to continue te develop and market an IVA system supporting XML scripting and that controls inbound call queues through traditional P8X integration where no switching is dene within the IVA systen {Enisting Product). The parties agree that Resellerc's Existing Produce and it’s ongoing developmant ineluding the addition of rupport for TFAPI & TSAPI i6 specifically excluded from the competitive restrictions of paragraph 6.3. If Resellec begina to develop tne Existing Product or a new produce inte a switching olatforn or sradiative dialer ox BG im@Lements a published APL substantiahly gimalar toe ac modeled after the Calitrol produces 1% wild ba deemed a violation af the . ft. sonditentipite, rastrictions of paragraph &.3. The word Published 1% BE Phased to describe é@ written specification that is shared «Ltn others gutgidg of the parties for tha purpase of application antegration and le mot necessarily public soto Og

oe ‘ ‘ Initials i> ~ CL

Received Time Jun. 18. 4:37AM

Attachment 1. Exclusion to aeation 6.3:

Calltrol acknowledges that Reseller has already developed and marketed and antends to continue ta develon and market an IVR System supporting XML scripting and that contrels inbound call queues through traditional PAX antegration where no switching is done within the IVR systen (Existing Product). The parties agree that Réseller's Existing Preduct and it's ongoing development including the additicn of suppert for TAPI & TSAPI is specifically excluded from the competitave restrictions of paragraph 6 3. If Reselier begins to develop the Existing Product or a new product into a switching platform or pradactave dialer or BG implements a publighed APL substantially Similar to or modeled after the Calltrel produccs it will be deemed a violation of the fit cantadembrekien restrictions of paragraph 6.3. The word Published 1% EB [hosed to describe a written specification that 1s gnared with others See outside of the parties for the purpose of application antegration and is mot necessarily public □□ RE,

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