Software License Agreement

SOFTWARE LICENSE AGREEMENT
(TRANSFER OF LICENSE RIGHTS)


This Software License Agreement ("Agreement") is entered into by and between ALCATEL USA MARKETING, INC. (formerly known as DSC Marketing Services, Inc.), with principal offices at 1000 Coit Road, Plano, Texas 75075 ("ALCATEL") and MAXXIS GROUP, Inc., with principal offices at 1901 Montreal Road, Tucker, Georgia 30084 ("Licensee") to be effective the date of signature by ALCATEL's authorized representative.


WHEREAS, Licensee understands and acknowledges that wherever the term ALCATEL is used herein it shall include those companies formerly known as DSC Communications Corporation and/or DSC Marketing Services, Inc.; and


WHEREAS, Licensee wishes to obtain the Right To Use ("RTU") certain Software (defined as machine readable computer programs, instruction sequences, procedures, data, logic, and/or rules provided by ALCATEL, exclusive of source code, in or by any form or media) from ALCATEL for use on ALCATEL manufactured equipment which Licensee has obtained from a third party (Cherry Communications, Inc.); and


WHEREAS, ALCATEL is willing to license that certain Software to Licensee under certain terms and conditions;


NOW THEREFORE, in consideration of the premises the parties agree as follows:


AFFIRMATION


Licensee hereby affirms that it is not a competitor of, nor controlled by, nor under common control with a competitor of ALCATEL.


CONFIDENTIAL INFORMATION


Licensee acknowledges that all technical information, documentation, Software and other information or data that ALCATEL supplies to Licensee which is marked or otherwise identified as confidential and proprietary information of ALCATEL shall hereinafter be collectively referred to as "Confidential Information". Licensee agrees that it shall: (a) not disclose any Confidential Information to any person, except to its employees having a need to know in connection with the operation and maintenance of the Equipment (defined as any equipment, components, assemblies, accessories, line cards, boards, and similar items provided by ALCATEL, or obtained from a third party under a transaction authorized by ALCATEL) or Software, and, where applicable, its contractors who have agreed, in writing, to treat such Confidential Information in the same manner; (b) not copy any Confidential Information, except as provided herein; (c) not reverse engineer or decompile any Equipment, Software or Confidential Information; and (d) compensate ALCATEL for any loss or damages resulting from a breach of this provision.


License Transfer, 9/29/98


2


LICENSE GRANT


ALCATEL hereby grants Licensee, and Licensee hereby accepts, a nonexclusive, nontransferable license to use the Software and those features of the Software for which activation has been authorized by ALCATEL, solely on a single System (defined as an arrangement of Equipment which, when interfaced with Software, is operable to perform predetermined functions), or unit of Equipment, as may be applicable. Use of the Software on multiple Systems or with any equipment furnished by a party other than ALCATEL or its authorized resellers is not licensed hereunder in the absence of a separate written agreement between the parties hereto.


In accepting such Software license grant Licensee agrees to treat such Software as Confidential Information. Licensee agrees to use such Software or any portions or aspects thereof (including any methods or concepts utilized therein) solely on the Equipment. Licensee agrees, within thirty (30) days ...