Software License Agreement (Veritas)

EXHIBIT 10.10







CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTION

HAS BEEN FILED SEPARATELY WITH THE

SECURITIES AND EXCHANGE COMMISSION



VERITAS SOFTWARE

LICENSE AGREEMENT FOR SOFTWARE PROGRAM SOURCES





VERITAS Software Corporation ("VERITAS"), a corporation with its principal office at 1600 Plymouth Street, Mountain View, CA 94043 hereby grants, and ATL Products, Inc. ("ATL") a corporation with principal office at 1515 S. Manchester Avenue, Anaheim, CA 92802, hereby accepts, a temporary, non-transferable and non-exclusive license to use such of the Software Program Source referred to as "VERITAS Source." In consideration for VERITAS Source, ATL hereby grants, and VERITAS hereby accepts, a temporary, non-transferable and non-exclusive license to use such of the Software Program Source referred to as "ATL Source". Such license grants are all in accordance with the following terms and conditions:



1. SOFTWARE PROGRAM SOURCE:



1.1 "Source" as used herein shall mean program code in machine or

human readable form, including but not limited to, listings,

flow charts, logic diagrams, programming notes, notebooks,

binaries/object code, source code and any related

documentation furnished therewith.



1.2 "VERITAS Source" as used herein shall mean the Source

developed and owned by VERITAS as set forth below:



VERITAS' Sequoia Communications Framework Source as it exists

on the execution date of the License Agreement for Software

Program Sources ("License Agreement") noted below.



* VERITAS' Next Generation Sequoia Communications Framework

Source that uses [ ].



1.3 "ATL Source" as used herein shall mean the Source developed

and owned by ATL as set forth below:



* ATL's [ ].



2. TERM: The term for each Source License shall commence upon the

execution date of this License Agreement noted below and shall

continue unless terminated in accordance with the terms of Section 11.



* CONFIDENTIAL TREATMENT REQUESTED FOR REDACTED PORTION







3. LICENSE: ATL shall have the right to use VERITAS Source (or any

portion thereof) strictly for the Purpose described below in Section

4(a), and for no other purpose. VERITAS shall have the right to use

ATL Source (or any portion thereof) for the Purpose described below in

Section 4(b), and for no other purpose.



Both parties shall be entitled to make one (1) copy of the other

party's Source; said copies may be used only for archive purposes.

All copyright notices, proprietary notices and other legends must be

reproduced on any such copy.



4. PURPOSE/RIGHT TO USE:



(a) ATL shall have a non-transferable and non-exclusive license to

use VERITAS Source for the sole purpose of creating utilities

for VERITAS VxML product, including rights to:



(i) copy, have copies made and install on computer

systems for internal use purposes;



* (ii) [ ];



* (iii) [ ].



(b) VERITAS shall have non-transferable and non-exclusive license

to use ATL Source solely as an interface for VERITAS VxML

product. VERITAS' license to use ATL Source shall include

rights to:



(i) copy, have copies made and install on computer

systems for internal use purposes;



* (ii) [ ];



* (iii) [ ].



* (c) [ ].



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