Software Development Agreement

EXHIBIT 10.15


SOFTWARE DEVELOPMENT AGREEMENT


THIS AGREEMENT is entered into on this 22 day of November, 1995, between Green Light, Inc Technologies., a Tennessee corporation ("Green Light"), and Park 'N View, Inc., a Delaware corporation ("PNV").


WHEREAS, PNV has designed and developed the concept and equipment ("the System") to (i) enable truck drivers to: (a) receive and/or have access to cable television services and telecommunications services; and (b) provide such truck drivers programming consisting of video and audio services, and telephone, fax or other data services while remaining in or near their vehicles parked at the Truckstop; and


WHEREAS, Green Light has agreed to develop and deliver to PNV software to be used to: (i) automate the System to permit activation of the Services directly at truckstop sites or by telephone, in conjunction with other telecommunications service providers, from each parking space and/or other locations at which the Services are provided; and (ii) report usage volume and provide multiple detailed report functions suitable for accounting, audit and review purposes.


NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledge, the parties hereto agree as follows:


1. Definitions "Software" means the ideas, routines, object and source codes, specifications, flowcharts and other material and documentation, together with all information, data and know-how, technical or otherwise, and any changes, modifications or improvements related thereto developed by Green Light for purposes of: (i) automating the System to permit activation of the Services directly at the truckstop site or by telephone; and (ii) reporting usage and providing multiple detailed report functions. After execution of this Agreement, a description of the Software shall be appended hereto and incorporated herein as Exhibit A.


2. Representations, Warranties and Covenants


(a) Green Light represents and warrants that Green Light is capable of developing the Software pursuant to the terms of this Agreement and Green Light is an expert in and fully acquainted with the hardware, operating system, other software and peripherals constituting the System.


(b) Green Light and PNV acknowledge and agree that the Software constitutes a trade secret and proprietary information and that the Software is and shall be jointly owned by Green Light and PNV. Green Light does not have and shall not be deemed to have an exclusive right, title or interest in the Software, whether under trade secrecy, copyright, patent or related 2 laws. Unless specifically authorized in writing by the other party, neither Green Light nor PNV shall provide the Software to any third party or use the Software in any application other than with the System.


(c) Green Light acknowledges and agrees that PNV is the exclusive owner of the System, together with all information, data and know how, technical or otherwise, ...