HCX5000/HCX5000I(R) AUTHORIZED DISTRIBUTOR AGREEMENT FOR 2002

EXHIBIT 10.15

HCX5000/HCX5000I(R)
AUTHORIZED DISTRIBUTOR
AGREEMENT FOR 2002

BY AND BETWEEN

HITACHI TELECOM (USA), INC.

AND

XETA Corporation

AUTHORIZED DISTRIBUTOR AGREEMENT

TABLE OF CONTENTS

Page

Master Agreement/Communication
Appointment
Product Definition
Term
Sales Promotion and Services
Forecast and Reports
Orders, Delivery
Prices
Payment and Additional Delivery Terms
Maintenance and Service
Training
Claims
Toll Fraud/Disclaimer
Limited Warranty
Repair Out of Warranty
Repair and Return Procedure
Inspection and Testing
Product Marking
Force Majeure
Advertising and Media Relations
Trademarks
Patents
Confidentiality
Indemnification by DISTRIBUTOR
Limitations
Termination
Export Control Provisions
Relationship of Parties
Notices
Nonassignment
Arbitration Clause
Waiver
Miscellaneous
Applicable Law
Execution
Exhibit A - Product Definition
Exhibit B - Distributor Requirements
Exhibit C - System Quantities and Discounts
Exhibit D - Forecast Form
Exhibit E - Payment and Delivery Terms
Exhibit F - Notices
Exhibit G - Material Return Authorization

AUTHORIZED DISTRIBUTOR AGREEMENT

AGREEMENT made this 1st day of January 2002, by and between HITACHI
TELECOM (USA), INC., a Delaware corporation having an office at ▇▇▇▇ ▇▇▇▇▇▇▇
▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇, ▇▇▇▇▇ (hereinafter referred to as "HITEL") and XETA
Technologies a corporation having an office at ▇▇▇▇ ▇. ▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇
▇▇▇▇▇ (hereinafter referred to as "DISTRIBUTOR").

WITNESSETH

WHEREAS, HITEL is engaged in the business, among other things, of
selling communication systems, materials and parts described in Exhibit A
attached hereto (hereinafter referred to as "PRODUCTS"); and

WHEREAS, DISTRIBUTOR desires to engage in the sale, installation and
maintenance of PRODUCTS, subject to the terms and conditions hereinafter set
forth;

NOW, THEREFORE, in consideration of the mutual obligations set forth
herein, the parties hereto agree as follows:

1. MASTER AGREEMENT/COMMUNICATION

This Agreement shall constitute an overriding master agreement fully
selling forth the rights and responsibilities of the parties with respect to the
subject matter hereof, and all sales and shipments of PRODUCTS shall be made on
the terms and conditions set forth herein. The terms and conditions of this
Agreement shall supersede the terms and conditions of any purchase order or
other document submitted by DISTRIBUTOR, and HITEL shall not in any event be
bound by the terms and conditions of DISTRIBUTOR's purchase order forms or any
other documents submitted by DISTRIBUTOR. Any conflicting or additional
provisions on purchase orders issued by DISTRIBUTOR to HITEL (specifically
including, without limitation, all terms and conditions printed on back of such
documents), or on any acceptance, confirmation, acknowledgment or similar forms
issued by HITEL shall be inapplicable to such agreements to purchase and sell,
unless specifically and expressly agreed to in a single writing signed by both
parties. DISTRIBUTOR will issue an individual Purchase Order for each system
ordered.

2. APPOINTMENT

Subject to the terms and conditions hereinafter provided, HITEL hereby
appoints DISTRIBUTOR and DISTRIBUTOR hereby accepts appointment by HITEL as a
non-exclusive distributor of PRODUCTS for resale as specified in this Agreement
including its Exhibits.

3. PRODUCT DEFINITION

The term PRODUCTS, as used herein, shall refer only to HITEL's PRODUCTS
as identified in Exhibit A.

4. TERM

The term of the Agreement shall commence on January 1, 2002 and shall
continue until Dec 31, 2002. At the written request of either party given at
least ninety (90) days prior to the expiration of the Agreement, both parties
may negotiate in good faith and for a reasonable period for an extension of the
term of this Agreement. Expiration shall not affect any liabilities occurring
prior thereto, including, but not limited to, obligations with respect to
payment and delivery in connection with orders accepted prior to expiration.

5. SALES PROMOTION AND SERVICES

DISTRIBUTOR shall use its best efforts to maintain a sales and service
staff adequate to support effectively the sale, service and reputation of
PRODUCTS in the geographic area(s) specified in Exhibit B. It is the expectation
of HITEL and DISTRIBUTOR that DISTRIBUTOR will purchase and take delivery of new
systems, upgrade orders, parts and subcomponents to meet the minimum purchase
volume(s) for the contract year, as specified in Exhibit C. DISTRIBUTOR's
failure to meet the specified minimum purchase volume(s) shall entitle HITEL to
penalties as described in Exhibit C in addition to all other remedies available
to HITEL at law.

(b) DISTRIBUTOR may, from time to time, request HITEL to provide
on-site sales support assistance to DISTRIBUTOR for pre-sale activities. Subject
to available manpower and at HITEL's sole discretion, HITEL may provide such
services. This sales support assistance may be provided by HITEL or its
assignee, designee, subcontractor or the like from a HITEL location, DISTRIBUTOR
location or on-site at the customer location and shall be referred to as sales
support. Whenever possible, DISTRIBUTOR shall request sales support from HITEL
no less than fifteen (15) days prior to the date upon which DISTRIBUTOR would
like such service to be performed. Shorter notice may result in increased travel
costs, which HITEL, in its sole discretion, may require DISTRIBUTOR to pay in
exchange for the support. Such charge must be negotiated and agreed between both
parties before the date of the Sales Support.

(c) DISTRIBUTOR shall be responsible for the application, installation,
repair and maintenance of PRODUCTS in such a manner as to further effectively
promote the sale and use of PRODUCTS. DISTRIBUTOR shall comply with all
applicable laws, ordinances and regulations of all applicable Federal, State and
local jurisdictions.

6. FORECAST AND REPORTS

Within thirty (30) days from the signing of this Agreement, DISTRIBUTOR
shall inform HITEL of DISTRIBUTOR's public business plan for PRODUCT.
DISTRIBUTOR shall also, (i) provide quarterly updates to said annual business
plan no later than two (2) weeks before the beginning of each calendar quarter,
(ii) keep HITEL informed of its activities relating to PRODUCTS, (iii) furnish
HITEL with information relative to the number of proposals offered, the

progress of potential sales orders and the reason for lost sale(s) and (iv) on a
quarterly basis, furnish HITEL with information summarizing significant
marketing activities, trends and conditions in DISTRIBUTOR's Territory.

From time to time, HITEL may advise distributor of its public business
plan for PRODUCT.

(b) DISTRIBUTOR shall provide to HITEL a rolling forecast of systems to
be delivered. The forecast shall be provided by the 25th day of each month and
cover the DISTRIBUTOR's expected PRODUCT order activity for the three (3) months
immediately following the date of the forecast. The monthly forecast shall be in
the format as provided in Exhibit D. DISTRIBUTOR understands that the completion
and accuracy of such forecasts may affect its ability and priority to obtain
PRODUCT within the otherwise agreed delivery intervals.

7. ORDERS, DELIVERY

(a) DISTRIBUTOR shall obtain PRODUCTS by placing firm orders on HITEL,
which orders shall include a description and specification of PRODUCTS,
quantities, prices, a "requested" delivery schedule, and the name and location
of the end user (in the case of system orders).

(b) No order shall be binding upon HITEL unless and until it has been
accepted by HITEL in writing. HITEL shall have the right to accept or reject any
purchase order, and if HITEL rejects any purchase order, DISTRIBUTOR hereby
agrees to indemnify HITEL and hold HITEL harmless from any claim resulting from
HITEL's refusal to accept purchase orders from DISTRIBUTOR. HITEL's acceptance
of purchase orders shall not be unreasonably withheld.

(c) HITEL may delay or stop any shipment to DISTRIBUTOR if DISTRIBUTOR
fails to pay when due amounts owed to HITEL after demand for payment has been
made by HITEL (in which case DISTRIBUTOR shall be charged for storage and
cancellation at normal rates and at HITEL's discretion) or if HITEL, in its
reasonable discretion, shall have reservations concerning DISTRIBUTOR's
financial condition and DISTRIBUTOR fails to provide HITEL with adequate
assurances of performance after demand by HITEL.

(d) Except for PRODUCTS covered by accepted purchase orders, HITEL may,
at any time and from time to time, upon ninety (90) days notice to DISTRIBUTOR,
or sooner if accepted by DISTRIBUTOR, suspend or discontinue the sale of any
PRODUCTS of any type or model and substitute a new type or model, change the
design or make improvements to PRODUCTS, eliminate any type or model, or
completely discontinue the importation or sale of PRODUCTS, without any
liability on its part to DISTRIBUTOR. HITEL shall not have any obligation to
furnish or install any change, substitution or improvement on any PRODUCTS
previously sold to DISTRIBUTOR whether previously delivered or undelivered and
covered by an accepted purchase order. HITEL will provide to DISTRIBUTOR, on a
timely basis, all engineering change notices issued. Upgrades, Spare Parts,
sub-components and MRA orders will be provided at the current list prices minus
applicable hardware discounts as set forth in Exhibit C.

(e) A delivery schedule shall be established by HITEL for each order
submitted by DISTRIBUTOR and accepted by HITEL within ten (10) business days of
acceptance by HITEL.

Delivery may be made in installments. Default or delay by HITEL in delivering or
shipping the whole or any part or installment of any order shall not affect any
other portion thereof, nor shall it affect any other order between the parties.
DISTRIBUTOR may cancel the order without penalty if HITEL is unable to ship the
complete order (or a sufficient part or installment of the order so that
PRODUCTS may be resold) within sixty (60) days of the delivery schedule
established by HITEL at the time of acceptance of such order.

(f) Invoices for partial or installment deliveries shall be issued at
the time of shipment of such partial order or installment, except where the
systems delivered are incomplete to the point of being unsuitable for resale.

(g) Except as provided in Subsection (e) hereof, DISTRIBUTOR shall not
have the right to cancel, reschedule, change or modify all or any portion or
installment of any order for PRODUCT covered by this Agreement without HITEL's
prior written consent.

(h) DISTRIBUTOR may, pursuant to the terms and conditions of this
Agreement, order and HITEL shall provide spare parts, software and third level
technical support as required for the maintenance of PRODUCT for a period of ten
(10) years from the ship date of PRODUCT, provided that DISTRIBUTOR is, at all
times, in full compliance with this Agreement and HITEL has not terminated this
Agreement due to DISTRIBUTOR's material breach.

(i) The acceptance by HITEL of any purchase order from DISTRIBUTOR or
the sale of any PRODUCTS by HITEL to DISTRIBUTOR after the termination of this
Agreement shall not be construed as a renewal or an extension, or as a waiver of
termination of this Agreement, but in the absence of a new written Agreement,
all such transactions shall be governed by the provisions of this Agreement.

8. PRICES

The prices charged to DISTRIBUTOR shall be according to a written or
"autoquote" quote provided to DISTRIBUTOR for each system, discounted according
to the schedule shown in Exhibit C. Each quote shall be valid for ninety (90)
days from the date of such quotation. No verbal quotation or verbal confirmation
given to DISTRIBUTOR shall be binding upon HITEL unless it is confirmed in
writing by HITEL.

9. PAYMENT AND ADDITIONAL DELIVERY TERMS

Payment and additional delivery terms are as specified in Exhibit E.

10. MAINTENANCE AND SERVICE

(a) DISTRIBUTOR shall be responsible for the installation, timely
maintenance and service to users of PRODUCTS; and shall perform such
responsibilities in a satisfactory manner to maintain and enhance HITEL's and
the PRODUCT's respective good name and reputations. Maintenance, services and
consultation as provided by DISTRIBUTOR technicians at customer locations are
referred to as first level support. Maintenance, services and consultation as
provided by DISTRIBUTOR technical experts at a centralized location providing
support to the first level support technicians are referred to as second level
support. Both first and second level support is the responsibility of
DISTRIBUTOR. For this purpose, DISTRIBUTOR shall maintain or have contracted
with a number of competent Hitachi Certified service technicians,

as defined in Exhibit B, who are readily accessible to end users. DISTRIBUTOR
shall, at its own expense, maintain the technical level of its staff to provide
PRODUCT technical support in performing all of its activities under the
Agreement. DISTRIBUTOR shall also maintain an adequate inventory of parts and
equipment to maintain satisfactory operation of PRODUCTS being used by its
customers, without relying upon urgent supplies from HITEL.

(b) DISTRIBUTOR acknowledges that failure to fulfill its obligations
under subparagraph (a) could irreparably damage the business reputation of
PRODUCTS, and that HITEL, upon fifteen (15) days notice (one (1) day notice if
system is not processing calls), may take corrective measures as may in HITEL's
discretion be required, holding DISTRIBUTOR fully responsible for cost and
expenses thereof, if DISTRIBUTOR has not initiated appropriate corrective
measures within the fifteen (15) days (one (1) day if system is not processing
calls), following notice by HITEL.

(c) HITEL shall have access to customers at any time to review
DISTRIBUTOR's installation and maintenance performance and degree of customer
satisfaction, and DISTRIBUTOR shall take such remedial action and/or make such
improvements in service as may be reasonably requested by HITEL in writing.
HITEL may request references from customers in connection with the promotion of
HITEL sales. HITEL, in its sole discretion: may provide customers with PRODUCT
or system passwords; or, upon the written request of customer(s), may change
PRODUCT or system password(s) without notice to DISTRIBUTOR of the new
password(s).

(d) Within one hundred twenty (120) days of cutover, HITEL or its
assignee may perform a technical audit to determine if the PRODUCT installation
meets HITEL's published standards as defined in current system documentation. If
installation of the PRODUCT does not meet such standards, HITEL may require the
DISTRIBUTOR to take corrective action to meet HITEL's standards. If DISTRIBUTOR
fails to take such action within thirty (30) days, HITEL may take such action
and invoice DISTRIBUTOR at published technical support rates. Failure of
DISTRIBUTOR to take such actions is cause for HITEL to terminate this Agreement.

(e) DISTRIBUTOR may request on-site Technical Support from HITEL by
submitting written purchase orders therefor to HITEL. Subject to its available
manpower and in HITEL's reasonable discretion, HITEL may agree to provide such
on-site Technical Support assistance to DISTRIBUTOR for installation and/or
troubleshooting of systems. Any and all such on-site Technical Support shall be
provided by HITEL at the rates set forth in HITEL Price Guides at the time HITEL
accepts the purchase order(s) for such Technical Support, and shall include
separate charges for the use of test equipment and all travel and living
expenses related to HITEL's provision of such Technical Support. [This activity
as provided by HITEL or its assignee either from a HITEL location or at a
DISTRIBUTOR or customer location (on-site) is referred to as third level
support. The rate shall be subject to change upon ninety (90) days prior written
notice. This charge will be waived if (i) the system is in-warranty and on-site
third level support is initiated by HITEL or if (ii) the system is out of
warranty, the on-site third level support is initiated by DISTRIBUTOR and the
problem was found to be caused by in-warranty PRODUCT. Case (i) does not require
a purchase order. DISTRIBUTOR shall make every reasonable effort to inform HITEL
two (2) weeks in advance when on-site third level support is requested, and such
support may be limited by HITEL as it may deem necessary in view of its
available manpower.

(f) Subject to its available manpower, HITEL Technical Support
engineers shall give telephone assistance for PRODUCTS. Telephone assistance for
out of warranty PRODUCTS will be billed at the rates set forth in HITEL Price
Guides with time charged to the nearest one-half (1/2) hour. If HITEL determines
that DISTRIBUTOR's request for third level support should not be included in
third level support (including but not limited to problems that are related to
installation, configuration, integration, third party repair or unintended
usage, DISTRIBUTOR will be billed as described above regardless of warranty
status. Rates are subject to change upon ninety (90) days prior written notice.

(g) HITEL will only accept calls for assistance from HITEL Certified
Technicians currently registered with HITEL by an Authorized DISTRIBUTOR and
only if the system in question is equipped with Remote Maintenance (or the
Technician has a portable Remote Maintenance unit available on site) and the
technician has ready access to spare parts.

(h) Nothing contained in this Section 10, or otherwise in this
Agreement, shall be construed as obligating HITEL, in any way, to take any
action with respect to any customer of DISTRIBUTOR.

11. TRAINING

Technical courses will be conducted for DISTRIBUTOR's technicians at
HITEL facilities in Norcross, Georgia. Training shall be approximately two weeks
for Technicians. All pertinent, required documentation will be furnished by
HITEL to attendees.

The training will be conducted by HITEL employee(s) who will be
dedicated to this function whenever a class is in progress. The training will be
conducted in a suitable area reserved for this purpose.

DISTRIBUTOR shall bear all salary, transportation and other expenses
for its personnel in addition to tuition and material charges set forth in HITEL
Price Guides. HITEL will not release a system for shipment until DISTRIBUTOR has
had a minimum number (as defined in Exhibit B) of Technicians complete the
initial training required to receive HITEL certification and certifies technical
support approval to HITEL in writing. (A purchase order for a training class
shall be issued listing the Technician's name, the geographical area to be
served by the technician and charges for the class.)

12. CLAIMS

Risk of loss and/or damage shall pass to DISTRIBUTOR upon delivery by
HITEL, at HITEL's plant F.C.A. Norcross, Georgia (Incoterms 2000). The issuance
of a clean ▇▇▇▇ of lading by the railroad or trucker or the issuance of a clean
receipt by the freight agent designated by DISTRIBUTOR, upon such delivery,
shall constitute conclusive proof that the package(s) containing the PRODUCTS
were not damaged at the time of delivery to DISTRIBUTOR and that the number of
packages delivered were those set forth on such ▇▇▇▇ of lading or receipt. Any
claim for shortages or damage to the PRODUCTS shall be made promptly by
DISTRIBUTOR to HITEL, and, except for those claims covered by the warranty
hereinafter set forth, shall be made by DISTRIBUTOR to HITEL within thirty (30)
days after delivery by the railroad, trucker or freight agent, as the case may
be. Such claims shall be in writing, shall specify the items under claim and the
nature of the damages, and all other details as may be reasonably required by
HITEL to consider such claim. HITEL or its representatives

shall have the right to inspect and/or test the PRODUCTS covered by such claim.
If, in the reasonable opinion of HITEL, such claim is justified, HITEL shall
have the right, at its option, to promptly repair or replace the PRODUCTS or
part, or issue a credit for the invoice value thereof.

HITEL shall not under any circumstances or for any cause, be liable
for any actual, consequential, special or other damages or loss of use of
PRODUCTS. If DISTRIBUTOR does not make its claim within the time above provided,
it shall be deemed to have unconditionally accepted delivery of the PRODUCTS.

13. TOLL FRAUD/DISCLAIMER

DISTRIBUTOR understands that the PRODUCTS are not immune from
unauthorized use or fraudulent intrusions and that third parties may commit
various forms of toll fraud using the PRODUCTS as conduits. HITEL hereby
expressly disclaims that the PRODUCTS have been designed to completely prevent
or are otherwise immune from such unauthorized uses and toll fraud. DISTRIBUTOR
shall notify and warn each of its customers, verbally and in writing, of the
possibility that the PRODUCTS may be fraudulently used including, but not
limited to, unauthorized or fraudulent use of the PRODUCT's interconnection to
long distance services, SIOUX and 1OIXXXX calling, external call forwarding,
trunk to trunk calling, voice mail and DISA. In no event shall HITEL be liable
to DISTRIBUTOR, DISTRIBUTOR's customers or subsequent purchasers or users of
PRODUCTS for any claim relating in any way to unauthorized use of the PRODUCT or
toll fraud.

14. LIMITED WARRANTY

HITEL warrants to DISTRIBUTOR alone, that PRODUCTS sold to DISTRIBUTOR
pursuant to this Agreement will be delivered free from defects in material and
workmanship under normal and proper use and will materially conform to HITEL's
specifications at the time of delivery to DISTRIBUTOR, with the term of said
warranty being ninety (90) days for MAXimilian Software and fifteen (15) months
for all other HITEL PRODUCTS (except third party PRODUCT'S warranty is their
manufacturer's warranty) from the date of delivery to DISTRIBUTOR provided that:

(a) HITEL is promptly notified in writing of any warranty claim; and

(b) DISTRIBUTOR provides HITEL with the means and access to examine and
test the PRODUCTS within a reasonable period of time, and at DISTRIBUTOR's cost;
and

(c) HITEL's examination of such items shall disclose to its reasonable
satisfaction that the claimed defect in the PRODUCTS constitutes a breach of the
above warranty and was not caused by such occurrences as misuse, abuse, neglect,
improper handling, installation, operation,

maintenance, unauthorized repair, alteration or accident. Modification of
PRODUCTS by DISTRIBUTOR or at DISTRIBUTOR's direction, unless specifically
authorized in writing by HITEL, shall invalidate the above warranty; and

(d) DISTRIBUTOR complies in all respects with the procedures for
implementing HITEL's warranty protections set forth in HITEL's Material Return
Authorization (MRA) Policy in Exhibit G hereof.

This Limited Warranty does not cover any items normally consumed in
operation of Products (such as lamps and fuses) or cosmetic damage.

HITEL's liability under this warranty is limited to repairing,
replacing or issuing a credit in the amount of the unit Agreement price, at its
election, for any such claim. Any repair or replacement shall not extend the
warranty period. If HITEL elects to replace a defective PRODUCT, HITEL's
obligation is limited to making a replacement PRODUCT available to DISTRIBUTOR
F.C.A. HITEL's warehouse, Norcross, Georgia, and does not include such items as
the provision of any labor involved or connected therewith, such as that which
is required to diagnose trouble, service faults, etc., or removing or installing
any PRODUCT, responsibility for any transportation expense other than delivery
to the F.C.A. point, and any taxes, duties or the like in connection therewith.

DISCLAIMER OF WARRANTY. THIS WARRANTY IS EXTENDED TO DISTRIBUTOR ONLY
AND IS NOT TRANSFERABLE TO SUBSEQUENT PURCHASERS OR USERS OF PRODUCTS. THIS
WARRANTY IS GIVEN IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING
IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN
NO EVENT SHALL HITEL BE LIABLE FOR DAMAGES IN EXCESS OF THE VALUE OF THE
DEFECTIVE PRODUCT(S) OR PART, NOR SHALL HITEL BE LIABLE FOR ANY INDIRECT,
SPECIAL OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS OF ANY KIND OR FOR LOSS OF USE
OF THE PRODUCTS.

15. REPAIR OUT OF WARRANTY

HITEL agrees to perform repair service on PRODUCTS returned by
DISTRIBUTOR to HITEL's designated repair facility during the term of this
Agreement and for a period of three (3) years after the last delivery of PRODUCT
under this Agreement. All PRODUCT returned by DISTRIBUTOR to HITEL for repair
will be repaired only if deemed repairable in HITEL's sole discretion.
DISTRIBUTOR will follow the procedure in Exhibit G (MRA Policy, which may be
changed at Hitel's sole discretion) for the return of PRODUCT for repair.
Repaired PRODUCT will be shipped to DISTRIBUTOR within thirty (30) days (unless
specified differently in said Exhibit G) after receipt of PRODUCT at HITEL's
designated repair facility. DISTRIBUTOR will be billed for such repair at
HITEL's current prices in effect at the time DISTRIBUTOR presents PRODUCT for
repair. A copy of HITEL's current repair price list is attached to Exhibit G. In
no event will HITEL be liable for data stored on PRODUCTS presented for repair.

16. REPAIR AND RETURN PROCEDURE

The repair and return procedure for handling repairs both in and out of
warranty (Section-14) is set forth in HITEL's Material Return Authorization
(MRA) Policy set forth in Exhibit G. The

MRA Policy is available to DISTRIBUTOR upon request and may be changed by HITEL
upon thirty (30) days written notice by HITEL.

17. INSPECTION AND TESTING

(a) Unless otherwise agreed in writing, HITEL's factory inspection
shall be final.

(b) Should any specific inspection or test be requested by DISTRIBUTOR,
all expenses therefor shall be at DISTRIBUTOR's expense and the delivery period
and validity period (if any) shall be adjusted accordingly.

18. PRODUCT MARKING

All PRODUCTS sold to DISTRIBUTOR under this Agreement which bear the
HITEL or Hitachi name and/or logo, shall not have such name or logo removed nor
defaced by DISTRIBUTOR. The placing of the DISTRIBUTOR logo on PRODUCTS sold
under this Agreement is permitted only upon the prior written consent of HITEL.

19. FORCE MAJEURE

Any cause beyond the reasonable control of HITEL or HITEL's suppliers,
including but not limited to sabotage, fires, floods, strikes, riots, labor
difficulties, insurrection, war, priorities created at the request or for the
benefit of, directly or indirectly, any government authority, agency or agencies
thereof, act of God, breakdown of machinery or equipment, or inability to obtain
material, labor, equipment or transportation, which results in HITEL's failure
to perform in accordance with the terms hereof, shall not give rise to any
liability or damages on account of such delay or nonperformance, but shall be
deemed an excuse for HITEL's performance. In any such event, HITEL shall have
the right, at its election and without any liability on it to DISTRIBUTOR to (a)
cancel all or any portion of this Agreement, or (b) perform the Agreement as so
restricted or modified to the extent determined by HITEL in its sole and
absolute discretion or (c) perform the Agreement within a reasonable time after
the causes for nonperformance or delay have terminated.

20. ADVERTISING AND MEDIA RELATIONS

HITEL may, as it deems necessary and desirable, advertise PRODUCTS on a
national or local basis. HITEL may list DISTRIBUTOR's name, address and
telephone numbers in its advertising and promotional materials, at its
discretion, for as long as this Agreement is in force.

21. TRADEMARKS

DISTRIBUTOR does not have and is not granted any right or interest in
or to the name "HITACHI", "HITACHI TELECOM (USA), INC.", "HITEL" or any
trademark or trade names owned, used or to be owned or used by HITEL or HITACHI,
LTD. Any use of such names, trade names or trademarks by DISTRIBUTOR shall be
only upon the prior written consent of HITEL and for HITEL's exclusive benefit.
Under no circumstances shall DISTRIBUTOR register any such name, trademarks or
trade name. DISTRIBUTOR further agrees not to contest or dispute, directly or

indirectly, HITEL's or HITACHI, LTD.'s proprietary interest in or ownership of
the name "HITACHI", or any trade names owned or used by HITACHI, LTD. or HITEL.
DISTRIBUTOR shall not remove, obliterate, alter or cover the trademark or name
"HITACHI" on any PRODUCT. However, DISTRIBUTOR may place on PRODUCTS its own
name or trademark.

22. PATENTS

(a) HITEL agrees to defend, at its expense, any suit or proceeding
brought against DISTRIBUTOR based upon a third party claim of direct
infringement of a U.S. patent by PRODUCTS furnished hereunder. HITEL also agrees
to hold DISTRIBUTOR harmless against actual damages for such direct
infringement.

(b) HITEL's agreement to defend and its obligation to indemnify
DISTRIBUTOR herein, which extends only to actual damages for direct infringement
of a U. S. patent which are awarded against DISTRIBUTOR in such suit or
proceeding, are subject to the following terms and conditions:

(1) The agreement and obligation shall arise only if
DISTRIBUTOR gives HITEL prompt notice of the infringement claim; grants HITEL,
in writing, exclusive control over its defense and settlement; and provides
reasonable information and assistance to HITEL at HITEL's expense, in the
defense of such claim;

(2) The agreement and obligation will cover only the PRODUCT
as delivered by HITEL to DISTRIBUTOR and not to any modification or addition
made by DISTRIBUTOR or third parties;

(3) The agreement and obligation shall not cover: (i) any
claim based on the furnishing of any information, service or technical support
to DISTRIBUTOR; or (ii) any claim of infringement of any third party's rights
arising from use of any PRODUCT furnished hereunder in combination with any
other products or articles if such infringement would be avoided by the use of
the PRODUCT alone, nor does it extend to any PRODUCT furnished hereunder of
DISTRIBUTOR's design or formula; or (iii) any claim that the use of the PRODUCTS
furnished hereunder infringes any third party's process patent rights; or (iv)
any claim of infringement of any -third party's rights in respect to patents,
where it is the policy of such third party to offer patent license agreements
separately to end users;

(4) If an infringement claim is asserted, or if HITEL believes
one likely, HITEL will have the right, but not the obligation: (i) to procure
for DISTRIBUTOR the right to use the PRODUCTS furnished hereunder for the use
contemplated by HITEL and DISTRIBUTOR in making this Agreement; (ii) to modify
the PRODUCTS furnished hereunder as appropriate to avoid such rightful claim of
infringement, as long as modification for this purpose does not materially
impair the operation thereof; or (iii) to accept the PRODUCT returned and
reimburse DISTRIBUTOR for the purchase price thereof less a reasonable charge
for wear and tear; and

(5) The sale of any PRODUCT hereunder does not convey any
license by implication, estoppel, or otherwise covering combinations of any
PRODUCT furnished hereunder with other devices, articles or elements.

(c) DISTRIBUTOR shall indemnify and hold HITEL and its supplier(s)
harmless against any expense or liability from claims of patent infringement of
any patents related to PRODUCTS sold hereunder arising from: (i) HITEL's
compliance with specifications or instructions furnished by DISTRIBUTOR; (ii)
use of any PRODUCT hereunder in connection with a manufacturing or other
process; or (iii) use of any PRODUCT in combination with products not supplied
by HITEL.

THE FOREGOING STATES HITEL'S EXCLUSIVE OBLIGATION WITH RESPECT TO CLAIMS OF
INFRINGEMENT OF PROPRIETARY RIGHTS OF ANY KIND, AND IS IN LIEU OF ALL OTHER
WARRANTIES, EXPRESS OR IMPLIED. IN NO EVENT SHALL HITEL'S TOTAL LIABILITY TO
DISTRIBUTOR EXCEED THE PURCHASE PRICE RECEIVED BY HITEL FROM DISTRIBUTOR OF THE
ALLEGED INFRINGING PRODUCT(S).

23. CONFIDENTIALITY

HITEL may, from time to time during the term of this Agreement, furnish
DISTRIBUTOR Confidential Information relating to PRODUCTS. "Confidential
Information" includes without limitation:

(i) any source code and internal (programmers') documentation for
any software disclosed to DISTRIBUTOR;

(ii) non-public financial information concerning HITEL;

(iii) HITEL's or Hitachi, Ltd.'s research and development;

(iv) HITEL's pricing or marketing plans;

(v) technical support information, materials and documentation
concerning the operation, design and functionality of HITEL's
PRODUCTS;

(vi) HITEL's customer lists; and

(vii) any information designated as confidential in writing.

Confidential Information may be furnished orally, in written form,
including descriptive material, diagrams, specifications and other documents, or
by way of consignment. Written Confidential Information shall be marked
"Confidential". DISTRIBUTOR agrees that all Confidential Information made
available to it by HITEL shall be kept strictly confidential by it, and
DISTRIBUTOR shall not divulge any such Confidential Information to any other
person, firm, corporation, association or entity without the express prior
written consent of HITEL. Confidential Information may be disclosed only to such
of DISTRIBUTOR's employees who reasonably require access to such Confidential
Information for the purpose for which it was disclosed. DISTRIBUTOR shall not
make use of such Confidential Information without HITEL's prior written consent
and agrees that in no event shall it use any such Confidential Information in
connection with the manufacture by it or by others of any product or equipment
similar to the PRODUCTS. The obligations of DISTRIBUTOR under this paragraph
shall survive any termination of this Agreement for a period of seven (7) years.

Information shall not be deemed confidential information or know-how if
it is:

(a) publicly available prior to this Agreement or is made publicly
available by HITEL without restrictions;

(b) rightfully received by DISTRIBUTOR from third parties without
accompanying secrecy obligations;

(d) independently developed by DISTRIBUTOR and can be so shown by
written evidence; or

(e) approved in writing by HITEL for release.

The secrecy of the confidential information and know-how shall be
maintained for a period of seven (7) years from the day of disclosure thereof.
Upon request of HITEL, any written information subject to these provisions shall
be returned to HITEL.

24. INDEMNIFICATION BY DISTRIBUTOR

DISTRIBUTOR agrees to indemnify, defend and save harmless HITEL and its
officers, directors, agents, employees, shareholders, legal representatives,
successors and assigns, and each of them, from any and all claims, actions and
suits, whether groundless or otherwise, and from and against any and all
liabilities, judgments, losses, damages, costs, charges, attorneys' fees, and
other expenses of every nature and character by reason of DISTRIBUTOR's business
and/or actions with respect to the PRODUCTS including any claims, actions or
suits not covered under HITEL's warranty as set forth in Section 14 hereof.
DISTRIBUTOR further agrees that the provisions contained in this Section 24
shall survive the termination or expiration of this Agreement.

25. LIMITATIONS

HITEL WILL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL
DAMAGES, EVEN IF INFORMED OF THE POSSIBILITY THEREOF IN ADVANCE. THESE
LIMITATIONS APPLY TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING WITHOUT
LIMITATION CAUSES OF ACTION ARISING OUT OF TERMINATION OF THIS AGREEMENT, BREACH
OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION
AND OTHER TORTS. NO ACTION MAY BE BROUGHT BY DISTRIBUTOR AT ANY TIME MORE THAN
TWELVE (12) MONTHS AFTER THE CAUSE OF ACTION ARISES. IN NO EVENT SHALL HITEL'S
LIABILITY IN CONNECTION WITH PRODUCTS OR THIS AGREEMENT EXCEED AMOUNTS PAID TO
HITEL BY DISTRIBUTOR HEREUNDER.

26. TERMINATION

26.1 This Agreement will terminate:

(a) On the thirtieth (30th) day after either party gives the other
notice of a material breach by the other of any term or condition of this
Agreement, or of any agreement between

HITEL and DISTRIBUTOR relating to the Products, unless the breach is cured
before that day; or

(b) When DISTRIBUTOR experiences any significant change in the
ownership, control, organization, legal form of doing business, key personnel,
merger or consolidation which HITEL, in its discretion, believes will have an
adverse effect on future sales or service.

(c) Either party may terminate this Agreement on ten (10) days written
notice if the other party is insolvent, files a petition of bankruptcy, or has
made any assignment by operation of law or otherwise of this Agreement or of any
of its rights hereunder for the benefit of creditors.

(d) As provided in Sections 4 and 10 hereof.

26.2 After termination:

(a) DISTRIBUTOR may continue to sell the Products in its possession for
which it has fully paid HITEL, and to market those Products in its customary
manner in the ordinary course of business.

(b) DISTRIBUTOR's payment and indemnification obligations arising prior
to termination and the obligations of each party to keep the other's
Confidential Information confidential, will remain in force.

(c) The due date for all invoices for Products or Spare Parts shall
automatically be accelerated so that they shall immediately become due and
payable on the effective date of termination, even if longer terms had been
provided previously. This Subsection (c) does not apply to termination due to
expiration of the term of the Agreement as provided for in Section 4.

(d) In the event of termination of this Agreement due to DISTRIBUTOR's
material breach, HITEL's obligation to provide Spare Parts and repair support
under this Agreement will terminate at that same time.

(e) DISTRIBUTOR shall immediately cease to hold itself out as an
Authorized DISTRIBUTOR of HITEL PRODUCTs and shall cease to exercise any rights
granted in accordance with this Agreement, and remove all signs, telephone
directory listings, advertisements, logotypes, names, insignia and/or all other
promotional materials identifying it in any way as an authorized HITEL
DISTRIBUTOR. DISTRIBUTOR shall return to HITEL all copies of HITEL furnished
proprietary information except information specifically required to operate and
maintain installed PRODUCTS.

26.3 Liability and Other Remedies. Neither party will be liable for damages
of any kind as a result of exercising its right to terminate this Agreement, and
termination will not affect any other right or remedy available in law or in
equity of either party.

27. EXPORT CONTROL PROVISIONS

Neither party shall commit any act or request the other party to commit
any act which would violate either the letter or spirit of the export control
laws or regulations of the United States, or other export control laws, rules or
regulations, and neither party shall fail to take any action reasonably within
its capacity to assure compliance with such laws, rules or regulations.

DISTRIBUTOR represents and warrants that it shall not, directly or
indirectly, export, re-export or transship PRODUCTS and/or technical data ("the
Commodities") in violation of any applicable export control laws promulgated and
administered by the government of any country having jurisdiction over the
parties or the transaction(s) contemplated herein.

HITEL shall have the right to refuse to accept DISTRIBUTOR orders for
PRODUCTS, or to deliver PRODUCTS to fulfill any previously accepted DISTRIBUTOR
order if HITEL determines, in good faith, that such proposed sale or other
disposition of the PRODUCTS poses an unreasonable risk of a violation of any
applicable export control law or regulation.

DISTRIBUTOR acknowledges that various countries' laws and regulations
regulate the export of computer products and technology, and may prohibit use,
sale, or re-export of same. If DISTRIBUTOR knows, becomes aware of, or has
reason to know that the PRODUCTS and any technology in conjunction therewith are
for use in connection with the design, development, production, stockpiling, or
use of nuclear, chemical, or biological weapons or missiles, or if DISTRIBUTOR
sells or transfers its title and/or right to use all and/or any part of the
PRODUCTS, and/or other products or materials supplied by HITEL to a third party
or itself exports the PRODUCTS, DISTRIBUTOR shall ensure that all current export
restrictions are observed.

In the event HITEL refuses to deliver PRODUCTS to fulfill previously
accepted DISTRIBUTOR orders as set forth in the paragraph immediately preceding,
or the necessary export or re-export authorizations are not obtained within a
reasonable period of time, HITEL, at its option, may cancel the order or
Agreement, without penalty.

28. RELATIONSHIP OF PARTIES

The relationship created between the parties hereto is that of vendor
and vendee, and neither party nor any of its employees, customers or agents
shall be deemed to be the representative, agent or employee of the other party
for any purpose whatsoever, nor shall any of them have any right or authority to
assume or create an obligation of any kind or nature, expressed or implied, on
behalf of the other, nor to accept service of any legal process addressed to or
intended for the other.

29. NOTICES

DISTRIBUTOR shall provide HITEL immediate written notice of any of the
following events: (i) any material change in DISTRIBUTOR's business or financial
situation; (ii) any significant sale, bequest, or other transfer of the
ownership (or any portion thereof) of

DISTRIBUTOR's business; (iii) a change in DISTRIBUTOR's service
management; and (iv) a change in the location of DISTRIBUTOR's senior sales or
service facilities or personnel.

All notices to be given pursuant to this Agreement shall be in writing
and sent by registered or certified mail, return receipt requested, postage
pre-paid, to the address of the respective party first set forth above or to
such other address as such party may hereafter designate by notice in accordance
with this paragraph.

30. NONASSIGNMENT

DISTRIBUTOR shall not voluntarily or by operation of law, assign this
Agreement or any right accruing to it hereunder or delegate any duty owed by it,
without the prior written consent of HITEL. This Agreement shall inure to the
benefit of and be binding upon the parties hereto, their respective permitted
successor in interest and permitted assigns.

31. ARBITRATION CLAUSE

Any dispute, controversy or claim arising out of or relating to this
Agreement, or the breach thereof ("Dispute"), shall be settled by binding
arbitration, conducted on a confidential basis, under the then current
Commercial Arbitration Rules of the American Arbitration Association ("the
Association") strictly in accordance with the terms of this Agreement and the
substantive law of the State of New York. The arbitration shall be held at a
mutually agreeable location in New York, NY and conducted by one arbitrator
chosen from a list of attorneys who are members of the Association's commercial
arbitration panel, from a neutral geographic location, who is knowledgeable
about telecommunications systems and private branch exchange systems and who has
been engaged in the practice of law for a period of at least ten (10) years. If
the parties cannot promptly, within 30 days, agree on the selection of the
arbitrator, the arbitrator will be chosen pursuant to Rule 13 of the Commercial
Arbitration Rules of the Association. The costs of the arbitration, including
fees to be paid to the arbitrator, shall be shared equally by the parties to the
Dispute. Each party shall bear the cost of preparing and presenting its case to
the arbitrator. The parties to the Dispute shall be limited to taking no more
than three (3) depositions each. The length of each deposition shall be limited
to one (1) day. No interrogatories shall be permitted. The scope of document
production shall be governed by the Commercial Arbitration Rules of the
Association and the decision of the arbitrator with respect thereto.

The arbitration shall be completed within six (6) months from the date
of the selection of the arbitrator. The arbitrator shall issue his/her award and
a brief description of the basis for the award in writing. The judgment upon the
award rendered by the arbitrator may be entered and enforced in any court of
competent jurisdiction. Neither party shall be precluded hereby from seeking
provisional remedies in the courts of any jurisdiction including, but not
limited to, temporary restraining orders and preliminary injunctions, to protect
its rights and interests, but such shall not be sought as a means to avoid or
stay arbitration. The parties agree that they have voluntarily agreed to
arbitrate their disputes in accordance with the foregoing.

32. WAIVER

No claim or right arising out of a breach of this Agreement shall be
discharged in whole or in part by a waiver or renunciation of the claim or right
unless the waiver or renunciation is in writing signed by the aggrieved party.
The failure of DISTRIBUTOR or HITEL to enforce at any time or for any period of
time any of the provisions hereof shall not be construed to be a waiver of such
provisions nor the right of DISTRIBUTOR or HITEL thereafter to enforce each and
every such provision.

33. MISCELLANEOUS

(a) Each party hereto warrants and represents to the other that it is
legally free to enter into this Agreement, that the execution hereof has been
duly authorized, and that the terms and conditions of this Agreement, and each
party's obligations hereunder, do not conflict with or violate any terms or
conditions of any other agreement or commitment by which such party is bound.

(b) This Agreement, including all Exhibits hereto, is intended to be
the sole and complete statement of the obligations of the parties relating to
the subject matter hereof, and supersedes all previous understandings,
agreements, negotiations and proposals as to this Agreement. Any pre-printed or
other terms and conditions on DISTRIBUTOR's order form or HITEL's confirmation
or acknowledgement form shall be of no force or effect. Except as otherwise
provided herein, no provisions of this Agreement shall be deemed waived, amended
or modified by any party unless such waiver, amendment or modification shall be
in writing and duly signed by both parties hereto. The paragraph headings are
for purposes of convenience only.

(c) This Agreement may be executed in several counterparts, each of
which shall be deemed the original, but all of which shall constitute one
and-the same instrument.

34. APPLICABLE LAW

This Agreement and the relationship created hereby shall be governed
and construed in all respects in accordance with the law of the State of
Georgia, United States of America.

IN WITNESS WHEREOF, THE PARTIES hereto have duly executed this
Agreement as of the day and year first above written.

HITACHI TELECOM (USA), INC. XETA Technologies
------------------------------------

By: By:
------------------------------- ---------------------------------

Title: President Title: Sr. V.P., Sales & Service
------------------------------

EXHIBIT A

PRODUCT DEFINITION

The term "PRODUCT" as used in this agreement means the digital HCX5000,
HCX5000i, and Telephones listed below. In the case of the HCX5000i , it includes
new sheet metal, new common control circuitry and PC based MAXimilian
applications. HCX5000i DOES NOT INCLUDE CTI OR SERVER BASED MAXIMILIAN
APPLICATIONS. The systems include both hardware and software required to enable
the system to function according to its specifications. All PRODUCT software is
licensed to DISTRIBUTOR pursuant to the terms and conditions of this Agreement,
including this Exhibit A, and shall not be deemed to be sold to or purchased by
DISTRIBUTOR. The following application PRODUCTS including but not limited to
application specific software are included in this Agreement. Any application
PRODUCTS not listed are not covered by this Agreement.

APPLICATION PRODUCTS HCX5000 SYSTEMS

WeICOMM(R) HCX5000i(R)
Residential HCX5100(R)
Extended Stay HCX5300(R)
RV/Senior/Assisted Living HCX5400(R)
COMMerce(R) HCX5500(R)

PC BASED MAXIMILIAN APPLICATION SOFTWARE
TELEDEX AND TELEMATRIX TELEPHONES
INNOVATIONS VOICE MAIL SYSTEMS

ALL OF THE SOFTWARE PROVIDED PURSUANT TO THIS AGREEMENT INCLUDING EACH OF THE
APPLICATION PRODUCTS IS PROVIDED FOR THE LIMITED PURPOSES CONTEMPLATED IN THIS
AGREEMENT. DISTRIBUTOR SHALL ONLY BE AUTHORIZED TO USE, SUBLICENSE OR THE LIKE
ANY OF THE SOFTWARE PROVIDED BY HITEL WITH THE SPECIFIC HCX5000 OR HCX5000i THAT
INCORPORATES SUCH SOFTWARE OR FOR WHICH SUCH SOFTWARE IS EXPRESSLY PROVIDED AND
IN CONJUNCTION WITH LEGITIMATE EFFORTS BY DISTRIBUTOR TO RESELL THE DIGITAL
HCX5000 OR HCX5000i COVERED BY THIS AGREEMENT. IN ADDITION, DISTRIBUTOR AND ITS
CUSTOMERS SHALL BE BOUND BY THE TERMS AND CONDITIONS OF USE OF THE SOFTWARE
CONTAINED IN THE SHRINK-WRAP LICENSES PACKAGED WITH EACH RESPECTIVE SOFTWARE
PACKAGE, A COPY OF WHICH IS ATTACHED TO THIS EXHIBIT A.

THE TERM "PRODUCT" NOT ONLY INCLUDES THE ABOVE SYSTEMS AND PARTS, BUT ALSO
UPGRADES, SUBCOMPONENTS AND REPAIRED ITEMS TO THESE SYSTEMS THAT ARE OFFERED FOR
SALE BY HITEL. UPGRADES FROM THESE SYSTEMS TO OTHER HCX5000 SYSTEMS THAT ARE NOT
LISTED ARE NOT INCLUDED IN THE TERM "PRODUCTS".

SHRINK-WRAP LICENSE AGREEMENT

READ THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT CAREFULLY BEFORE OPENING
THE PACKAGE CONTAINING THE PROGRAM DISKETTES, THE SOFTWARE THEREIN, AND
ACCOMPANYING DOCUMENTATION (THE "PROGRAM"). THE PROGRAM IS COPYRIGHTED AND
LICENSED (NOT SOLD). BY OPENING THE PACKAGE CONTAINING THE PROGRAM, YOU ARE
ACCEPTING AND AGREEING TO THE TERMS OF THIS LICENSE AGREEMENT. IF YOU ARE NOT
WILLING TO BE BOUND BY THE TERMS OF THIS LICENSE AGREEMENT, YOU SHOULD PROMPTLY
RETURN THE PACKAGE IN UNOPENED FORM.

Hitachi Telecom (USA), Inc. ("Licensor") hereby grants to you, and you hereby
accept the non-exclusive right to use the Program Diskettes and the computer
programs contained therein in machine-readable, object code form only
(collectively referred to as the "Software"), and the accompanying documentation
only as authorized in this License Agreement. The Software may be used only on a
single computer which is owned, leased, or otherwise controlled by you solely
for the purpose of your own internal business operation. You may NOT distribute
copies of the Software or related documentation to others. You shall use any
documentation provided by Licensor only in conjunction with your business use of
the Software. This License is restricted to use within the United States and
Canada and is not transferable except as expressly provided herein.

You may NOT transfer the Software and License to another person or company
unless:

1. you receive the prior written consent of Licensor, and

2. the person or company to whom you are transferring it agrees to accept the
terms and conditions of this License and does so in a writing signed by that
party. If you transfer the Software, you must at the same time either transfer
all copies, whether in printed or machine readable form, to the same party or
destroy any copies not transferred. This includes all portions of the Software
contained or merged into other programs.

You agree to reproduce and include the copyright notice on any copy,
modification or portion merged into another program.

You acknowledge and agree that the Software is a proprietary, unpublished
product of Licensor, protected under U.S. copyright law and trade secret laws of
general applicability. You further acknowledge and agree that all right, title
and interest in and to the Software is and shall remain with Licensor. This
License does not convey to you an interest in or to the Software but only a
limited right of use revocable in accordance with the terms of this License. You
hereby agree that Licensor may hold you liable or responsible for any violation
of this License.

YOU MAY NOT USE, COPY, SUBLICENSE, ASSIGN OR TRANSFER THE LICENSE OR THE
SOFTWARE IN WHOLE OR IN PART, EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS LICENSE.
YOU MAY NOT MODIFY, TRANSLATE, ADAPT, REVERSE ENGINEER, DECOMPILE, DISASSEMBLE,
OR CREATE DERIVATIVE WORKS BASED ON THE SOFTWARE OR RELATED DOCUMENTATION. IF
YOU TRANSFER POSSESSION OF ANY COPY, MODIFICATION OR MERGED PORTION OF THE
SOFTWARE TO ANOTHER PARTY WITHOUT PRIOR WRITTEN CONSENT OF LICENSOR, YOUR
LICENSE IS AUTOMATICALLY TERMINATED.

Any attempt to sublicense, assign or transfer any of the rights under this
License, except as expressly provided for in this License, will void any of
Licensor's duties or obligations hereunder.

TERM

The License is effective until terminated by either party. You may terminate it
at any time by destroying the Software together with all copies, modifications,
and merged portions in any form. The License will also terminate upon the
conditions set forth elsewhere in the Agreement or if you fail to comply with
any term or condition of the Agreement. You agree that upon termination, you
will destroy the Software together with all copies, modifications and merged
portions in any form.

LIMITED WARRANTY

THE SOFTWARE IS 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 SOFTWARE IS WITH YOU. SHOULD THE SOFTWARE PROVE
DEFECTIVE, YOU (AND NOT LICENSOR) ASSUME THE ENTIRE COST OF ALL NECESSARY
SERVICING, REPAIR OR CORRECTION. SOME STATES DO NOT ALLOW THE EXCLUSION OF
IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. THIS WARRANTY
GIVES YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER RIGHTS, WHICH VARY,
FROM STATE TO STATE.

Licensor does not warrant that the functions contained in the Software will meet
your requirements or that the operation of the Software will be uninterrupted or
error free.

LIMITATIONS OF REMEDIES

Licensor's entire liability to you or any other party for any loss or damages
resulting from any claim, demands, or actions arising out of or relating to this
License and your exclusive remedy shall be:

1. the replacement of any media which is returned to Licensor, or

2. if Licensor is unable to deliver a replacement media free from defects in
materials and workmanship, you may terminate this License by returning any
copies of the Software.

IN NO EVENT SHALL LICENSOR OR ITS SUPPLIER(S) BE LIABLE FOR ANY DAMAGES,
INCLUDING ANY LOST PROFITS, LOST SAVINGS, OR OTHER INCIDENTAL, INDIRECT, SPECIAL
OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE SUCH
SOFTWARE EVEN IF LICENSOR OR ITS SUPPLIER(S) HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY.

SOME STATES DO NOT ALLOW LIMITATIONS OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR
CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

UPDATES

ALL UPDATES, MODIFICATIONS, AND ENHANCEMENTS PROVIDED TO YOU SHALL BECOME PART
OF THE MATERIALS GOVERNED BY THE TERMS OF THIS LICENSE.

IF THE REGISTRATION CARD IS NOT RECEIVED BY LICENSOR, LICENSOR IS UNDER NO
OBLIGATION TO MAKE AVAILABLE TO YOU ANY UPDATES EVEN THOUGH YOU HAVE MADE
PAYMENT OF THE APPLICABLE UPDATE FEE.

GENERAL

This License Agreement shall be governed by the laws of the state of Georgia and
shall inure to the benefit of Licensor, its successors, administrators, heirs,
and assigns. Should you have any questions concerning this Agreement, you may
contact Licensor by writing to Hitachi Telecom (USA), Inc., ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇,
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇.

BY USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT,
UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU FURTHER
AGREE THAT IT IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN
US WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY
OTHER COMMUNICATIONS BETWEEN US RELATING TO THE SUBJECT MATTER OF THIS
AGREEMENT.

COPY RETENTION

The Software media may not be copy protected in all cases. You may make backup
copies for your own use, if available, but this does not mean that you can make
unlimited copies. The Software is protected by copyright law. IT IS ILLEGAL TO
GIVE A COPY OF THE SOFTWARE TO ANOTHER PERSON OR COMPANY.

EXHIBIT B

DISTRIBUTOR REQUIREMENTS

1. GEOGRAPHICAL COVERAGE

HITEL appoints DISTRIBUTOR as a nonexclusive distributor for HITEL
PRODUCTS as described in Exhibit A. DISTRIBUTOR's appointment covers
DISTRIBUTOR's marketing locations shown on the schedule below. DISTRIBUTOR may
close any marketing location and relocate it within DISTRIBUTOR's geographical
area of coverage. HITEL reserves the right to appoint additional PRODUCT sales
distributors anywhere in the United States including any or all of the marketing
locations shown below. DISTRIBUTOR shall maintain an adequate and aggressive
sales organization at all times during the term of this Agreement in order to
assure maximum distribution of PRODUCTS.

REGION
U.S.
----------------------------------------

----------------------------------------

2. REQUIRED SUPPORT CAPABILITIES

(a) Technical Assistance Center

DISTRIBUTOR is required to maintain a Technical Assistance Center (TAC)
to provide second level remote maintenance support of all geographical areas
covered in (1). DISTRIBUTOR agrees to provide TACs as described above located as
follows:

Broken Arrow, OK
----------------------------------------

----------------------------------------
National Service Center
----------------------------------------

----------------------------------------

DISTRIBUTOR will inform HITEL which systems will be handled by each
TAC.

(b) Spare Parts. DISTRIBUTOR is required to maintain an adequate supply
of spare parts (as defined in Exhibit G) in each geographical region covered in
(1) to support troubleshooting of system problems and normal system maintenance.

(c) DISTRIBUTOR is required to maintain or provide access to a minimum
of two (2) HITEL Certified Technicians per geographical region served. National
Distributors (REGION is Continental U.S.) are required to maintain a minimum of
15 HITEL Certified Technicians.

EXHIBIT B DISTRIBUTOR REQUIREMENTS (CONT)

(d) DISTRIBUTOR is required to furnish to HITEL as part of this
Agreement, a list of HITEL certified technicians. DISTRIBUTOR is also required
to furnish to HITEL a technical support authorization, in writing, designating
the certified technicians authorized by DISTRIBUTOR to call HITEL for third
level support, and authorized by DISTRIBUTOR to issue purchase orders to HITEL
during non-business hours and in emergency situations. Such list must include
technician's name and certification number (by Hitachi product).

(e) Immediately upon termination or separation from DISTRIBUTOR's
employ of any such listed certified technician, DISTRIBUTOR is required to
notify HITEL in writing of such termination or separation. Until such written
notice is received, HITEL may provide such technician with the services for
which they were previously authorized and HITEL will in no way be responsible
for the actions of such terminated technician. Upon receipt of such written
notice, HITEL will remove said technician's name from its approved list until
such time as said technician has been employed and re-registered with HITEL by
the same or another Authorized Distributor. The charge by HITEL to Authorized
Distributors for re-registration of certified technicians shall be seventy-five
($75.00) Dollars per individual re-registered.

EXHIBIT B DISTRIBUTOR REQUIREMENTS (CONT)

HITACHI CERTIFIED TECHNICIANS

Distributor: XETA Technologies Date: Dec. 12, 2001
--------------------------- -------------------------------

Contract Year: Jan 2002-Dec 2002

Technician Name City, State HCX ID#
--------------- ----------- -------

(see attached)

list all employees who have received a Technician Certification Number.
DISTRIBUTOR is responsible for notifying HITEL when a technician leaves the
employ of the DISTRIBUTOR.

EXHIBIT B DISTRIBUTOR REQUIREMENTS (cont)
Hitachi Certified Technicians
Distributor: Xeta Technologies Date: 12/13/2001
Contract Year: Jan 2002-Dec 2002

TECHNICIAN NAME CITY, STATE CLSCODE CERTIFICATION NUM PRIV WEB ACCESS LEVEL
--------------- ----------- ------- ----------------- ---- ----------------

* * * 0 1
* * H2 * 3
* * H2 * 3
* * H2 *
* * H2 * 3 1
* * H2 * 4
* * H2 * 3 1
* * H2 * 3
* * H1 * 4
* * E2 * 4
* * D2 * 4
* * H2 * 3
* * H2 * 3
* * H2 * 3
* * H2 * 3
* * H2 * 3
* * H2 * 3 1
* * D2 * 3 1
* * H2 * 3
* * D2 * 3
* * H1 * 3
* * H2 * 3
* * H2 * 4
* * H2 * 3
* * H2 * 3 1
* * * 3 1
* * H2 * 3 1
* * H2 * 3
* * H2 * 3
* * H2 * 4
* * H2 * 3
* * H2 * 4
* * H2 * 3
* * H2 * 3
* * H1 * 3
* * H2 * 3
* * H2 * 3 1
* * * 3 1
* * H2 * 3 1
* * D2 * 3 1
* * H2 * 3
* * H2 * 3 1
* * * 0
* * H2 * 3 1
* * H2 * 4 1
* * H2 * 3
* * H2 * 3
* * H2 * 3
* * H2 * 3
* * H2 * 3
* * * 3 1
* * H2 * 3 1
* * H2 * 4 1
* * * 0 1

* The asterisk (*) indicates that material has been omitted pursuant to a
request for confidential treatment. The omitted material has been filed
separately with the Securities and Exchange Commission pursuant to Rule
24b-2 of the rules to the Securities and Exchange Act of 1934, as amended.

List all employees who have received a Technician Certification Number.
DISTRIBUTOR is responsible for notifying HITEL when a technician leaves the
employ of the DISTRIBUTOR

EXHIBIT C

SYSTEM QUANTITIES AND DISCOUNTS

HITEL periodically issues list price information in written or "autoquote"
form for new systems, upgrade orders, parts, sub-components and Material Return
Authorization (MRA). This information is referred to in this Agreement as HITEL
Price Guides. The current new system autoquote or upgrade and Unit Parts Price
Guide represent the only definition of PRODUCTS list prices except where
superseded in specific instances by other written quotations issued by HITEL.
Discounts in this Exhibit apply to list prices of hardware (or other items
defined as discountable in HITEL Price Guides, except for items for which other
specific discounts are specified in such Price Guides).

1. DISTRIBUTOR agrees to purchase and pay for a minimum of _____new systems
PRODUCTS or a minimum $ * in total net to Hitel, from Hitel during this contract
year. This commitment will yield a discount according to Table 1.

TABLE 1

DISCOUNT * %
-----------------------------

2. Special consideration. DISTRIBUTOR must meet the following based on the
commitment level of item 1 of this Exhibit.

- Per first 6 month period of contract: Minimum purchase and payment of
HCX5000 system(s) or at least $______________ net to HITEL.

3. PENALTIES. If DISTRIBUTOR does not order, accept delivery and pay for at
least the amount of prorated PRODUCT and meet the other terms defined above
during the first six (6) months of the contract year period, HITEL has the
option, upon sixty (60) days written notice, to change the discount schedule

OTHER DISCOUNTS. The following discounts to list prices also apply:

- Upgrade Orders. Upgrade orders are quoted at a net price. No discount may be
applied.

- Parts Orders:

(a) A volume order of more than * net price, covered by one (1) purchase
order, shipped as a unit (except for back order items) to one (1) address with a
minimum delivery schedule of 30 days, shall receive * , discount off list price.
NOTE: The * amount must be met after the discount is applied.

(b) Less than * net cost per order shall receive a discount of
* off list price.

- Sub-component orders 0%

- Material Return Authorization Repair and Return 0%

Exhibit D Forecast Sheet 12-18-01

EXHIBIT D 6 MONTH SALES PROJECTION

DECEMBER JANUARY FEBRUARY MARCH APRIL MAY
QTY DOLLARS QTY DOLLARS QTY DOLLARS QTY DOLLARS QTY DOLLARS QTY DOLLARS
--- ------- --- ------- --- ------- --- ------- --- ------- --- -------

EXHIBIT E

PAYMENT AND ADDITIONAL DELIVERY TERMS

Standard payment terms are net thirty (30) days after shipment from HITEL
for the total outstanding invoiced amount, including new systems, parts,
patches, upgrades, expansions, etc., within the preset credit line. For the
portion, if any, exceeding the preset credit line, HITEL requires a cash payment
or issuance of an irrevocable letter of credit before shipment. HITEL may revoke
the net thirty (30) days payment terms at any time upon written notice to
DISTRIBUTOR stating the reason(s) for such revocation and insist upon an
irrevocable letter of credit, payment in advance or such other method as HITEL
may determine for all goods to be delivered after such notice.

Any invoices which remain due and payable after thirty (30) days are
subject to a 1.67 percent (1.67%) per month service charge for each month or the
fraction thereof that the payment is not received by HITEL, or, if this interest
rate exceeds the maximum allowed by applicable law, then at the maximum lawful
rate.

Two other payment terms may be chosen by noting their selection on the
purchase order. IF NO SELECTION IS NOTED, NET 30 DAYS WILL APPLY.

1. - NET 60 WITH INTEREST. Payment terms are net sixty (60) days after
shipment from HITEL for the total outstanding invoiced amount, including new
systems, parts, patches, upgrades, expansions, etc., within the preset credit
line. For the portion, if any, exceeding the preset credit line, HITEL requires
a cash payment or issuance of an irrevocable letter of credit before shipment.
No interest will be charged on any outstanding balance during the first 30 days.
Any balance which remains due and payable after thirty (30) days is subject to a
1.2 percent (1.2%) per month service charge for day 31 through the date when
HITEL receives payment. HITEL may revoke the NET 60 WITH INTEREST payment terms
at any time upon written notice to DISTRIBUTOR stating the reason(s) for such
revocation and insist upon an irrevocable letter of credit, payment in advance
or such other method as HITEL may determine for all goods to be delivered after
such notice.

Any balance which remains due and payable after sixty (60) days is subject
to a 1.67 percent (1.67%) per month service charge for each month or the
fraction thereof that the payment is not received by HITEL, or, if this interest
rate exceeds the maximum allowed by applicable law, then at the maximum lawful
rate.

2. - 50/50. Payment terms are 50% before shipment and 50% net sixty (60)
days after shipment from HITEL for the total outstanding invoiced amount,
including new systems, parts, patches, upgrades, expansions, etc., within the
preset credit line. For the portion, if any, exceeding the preset credit line,
HITEL requires a cash payment or issuance of an irrevocable letter of credit
before shipment. HITEL may revoke the 50/50 payment terms at any time upon
written notice to DISTRIBUTOR stating the reason(s) for such revocation and
insist upon an irrevocable letter of credit, payment in advance or such other
method as HITEL may determine for all goods to be delivered after such notice.
HITEL may revoke the 50/50 payment terms at any time upon written notice to
DISTRIBUTOR stating the reason(s) for such revocation and insist an irrevocable
letter of credit, payment in advance or such other method as HITEL may determine
for all goods to be delivered after such notice.

Any balance which remains due and payable after the above mentioned terms is
subject to a 1.67 percent (1.67%) per month service charge for each month or the
fraction thereof that the payment is not received by HITEL, or, if this interest
rate exceeds the maximum allowed by applicable law, then at the maximum lawful
rate.

So long as HITEL has not received full and complete payment for delivered
PRODUCTS, a security interest in the PRODUCTS shall be created and remain in
HITEL until HITEL receives full payment of the purchase price thereof. It is
further understood and agreed that until said security interests are
extinguished as set forth herein, HITEL shall have the absolute right to
repossess and resell the PRODUCTS.

It is understood by the parties hereto that the ability of DISTRIBUTOR to
make the payments contemplated hereunder is of the essence of this Agreement and
in the event that DISTRIBUTOR is unable to make the payments in accordance with
the terms and conditions of this Agreement, for any reason or cause, including
without limitation, by virtue of any regulation or order of any government
authority, HITEL, in addition to whatever other remedies may be available to it,
may elect to terminate this Agreement immediately.

Delivery of all products is F.C.A. Hitachi Telecom (USA), Inc., Norcross,
GA.

Any orders, which at DISTRIBUTOR'S request, are not shipped within sixty
(60) days of acceptance by HITEL shall be subject to a rental charge as
described in HITEL price guides.

DISTRIBUTOR shall not have the right to cancel, reschedule, change or
modify all or any portion or installment of any PRODUCT covered by this
Agreement without HITEL's prior written consent. Each cancellation so agreed to
by HITEL shall be subject to a cancellation fee as described in HITEL price
guides.

EXHIBIT F

NOTICES

All notices to be given pursuant to this Agreement shall be in writing and sent
by registered or certified mail.

DISTRIBUTOR: XETA Technologies
------------------------------
1814 W. Tacoma
------------------------------
▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
------------------------------

Attention: President
================================================================================

HITEL: Hitachi Telecom (USA), Inc.
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

Attention: President or Director PBX Business

EXHIBIT G

MATERIAL RETURN AUTHORIZATION

Attached is HITEL's current Material Return Authorization Policy. This
policy is subject to change by HITEL upon written notice.

HCX5000 MATERIAL RETURN AUTHORIZATION PROCEDURE
================================================================================
ISSUE 4.0, APRIL 1996 PAGE i

I. POLICIES

1. The Material Return Authorization (MRA) program described herein is
offered only to authorized Hitachi Telecom (USA). Inc. (HITEL)
Distributors.

2. Subject to the terms and conditions of the Distributor Agreement
between the Distributor and HITEL and the terms and conditions set
forth in this statement, HITEL will provide printed circuit boards and
technical support for each HCX5000 sold to Distributor until ten (10)
years from the date that the last HCX5000 is sold and shipped to
Distributor by HITEL.

3. Distributors are required to have Hitachi certified technicians and to
stock spare parts sufficient to handle normal maintenance and most
emergencies. In order for distributors to obtain parts and repair of
parts from HITEL, distributors must follow the procedures set forth
herein.

4. This Material Return Authorization procedure specifies the terms and
conditions for returning parts to HITEL.

5. HITEL will use reasonable efforts to repair or replace defective parts
as specified herein within thirty (30) days from the date of receipt of
said defective parts by HITEL. HITEL in its sole discretion, may
replace defective equipment with either used or new equipment as it
deems appropriate.

6. Warranty coverage on new HCX5000 systems and parts is defined in the
distributorship Agreement.

7. Warranty coverage on repaired parts shall be identical to the warranty
set forth in the distributorship Agreement with new HCX5000 systems and
parts with the exception that the warranty covering repaired parts will
be effective for twelve (12) months from shipment date.

8. Any parts returned without a barcode label will be considered out of
warranty.

9. HITEL will only provide advance replacement parts in limited situations
described herein under MRA Definitions and Replacement Parts.

II. MRA DEFINITIONS

1. MRA Repair and Return. All equipment returned to HITEL pursuant to this
MRA statement will be treated as MRA Repair and Return, except for
cases of MRA Special Approval and MRA DOA as defined herein. All MRA
Repair and Return will he considered as either in-warranty or
out-of-warranty.

2. In-Warranty. Parts which are covered by an HITEL warranty that has not
expired and is otherwise in effect and which are not subject to any
exceptions, exclusions or the like will be treated as in-warranty
according to the warranty provisions set out in the Distributor
Agreement.

3. Out-of-Warranty. Parts which are not covered by an HITEL warranty for
whatever reason will be treated as out-of-warranty.

4. MRA DOA. Parts will be treated as Dead on Arrival (DOA) only when they
meet the following criteria:

a. New systems and parts found to be defective due to poor
material or workmanship within sixty (60) days of the date of
shipment must be reported to HITEL Sales Administration
Department within sixty (60) days of the date of shipment.

b. MRA DOA may be issued under the following conditions only

1. Adequate spares are available on site to troubleshoot
the system- (Adequate spares is defined in Appendix
A)

2. A Distributor's HITEL certified technician is
troubleshooting the system on site; and HITEL
technical support personnel, working with the
Distributor's HITEL certified technician, declares
the part to be DOA.

3. Adequate time is available to troubleshoot system.

PAGE ii

5. MRA Special Approval. The following cases will be treated as MRA
Special Approval. No systems or parts will be treated as MRA Special
Approval without written approval and an MRA number issued by HITEL's
Sales Administration Department prior to return shipment to HITEL. MRA
Special Approval may be issued only under the following conditions:

a. Shipments by HITEL of systems or parts that were not ordered.

b. The return of loaned equipment

c. Return of Distributor's Sales Demonstration Equipment for
Rehabilitation or Upgrade.

6. DOA Advance Replacement Parts. DOA advance replacement parts are
available only under MRA DOA conditions. This allows a Distributor to
order replacement parts and when the MRA DOA parts are returned, HITEL
will issue a credit against the parts order upon receipt aid inspection
of the parts. Credit will be issued only if the Distributor has
contacted Hitachi Telecom (USA), Inc.'s System Support Department and
verified that parts are defective. Parts must match with the same
serial number and bar code labels as the parts shipped.

7. Rejection. HITEL in its sole discretion may reject any equipment or
parts that are returned if HITEL determines one of the following
conditions exists:

a. Equipment damaged by other then defective components or

b. Equipment with missing parts.

c. Improperly packaged equipment. (Refer to Procedure for All
Material Return Authorizations, paragraph 8~)

d. Packages containing returned equipment that do not display
appropriate MRA numbers.

e. Equipment modified by other than certified Hitachi personnel.

8. Non-Returnable Parts. The following parts are not repairable and shall
not be returned to HITEL unless HITEL so requests.

a. Any parts which are defective or damaged due to causes other
than defective parts or workmanship.

b. Consumable and non-returnable items shown in the HCX5000
Technician's Manual CG-50-3090. Labels, fines, mounting
hardware, cables, etc.

c. Manuals, drawings, face plates and floppy diskettes.

NOTE: To order replacement or additional consumable parts,
the Distributor may contact HITEL's Sales
Administration Department.

III. PROCEDURE FOR ALL MATERIAL RETURN AUTHORIZATIONS

1. Distributor must obtain an MRA number for MRA Repair and Returns and
MRA DOAs from HITEL's Sales Administration Department.

2. Distributor must issues purchase order to HITEL to order the MRA parts
and work requested.

3. Distributor must notify HITEL in written form as to which employees of
the Distributor are authorized to issue such purchase orders to HITEL

4. Distributor must return equipment with an appropriate Defect Tag
attached to each machine and part returned. Distributor must include a
packing list which lists all MRA parts contained in one box. Boxes must
be clearly marked with the HITEL assigned MRA numbers. (Example: MRA
#19209R3)

5. MRA DOA must be returned within thirty (30) days of the issue date of
the appropriate MRA DOA number. The MRA WA number must be written on
the attached Defect Tag. (See Appendix B)

NOTE: In all instances, Distributor must enclose, for each returned
part, a detailed report stating the problem with that part.

PAGE iii

6. MRA DOA parts not returned to HITEL within thirty (30) days of the
issue date of the MRA number for the part(s) in question, will be
treated as MRA Repair and Return following contact and confirmation
with the Distributor. MRA WA parts that do not match the serial numbers
and bar code labels recorded for that MRA DOA authorization will he
treated as MRA Repair and Returns. All MRA systems and parts shall be
shipped freight pre-paid by Distributors to the following address:

Hitachi Telecom (USA), Inc.
Material Return Authorization #___________
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

NOTE: Those items hand carried in to be delivered to the receiving
department at the warehouse. These items must follow Packing
Returns as stated in item 8 below.

7. HITEL Sales Administration Department will issue an acknowledgement
confirming actual parts received and their condition.

MRA Repair and Return - HITEL will use reasonable efforts to ship
repaired parts to the Distributor within thirty (30) days of receipt of
the defective part. Exceptions to this thirty (30) day period are
SelecSets, which will normally be returned within sixty (60) days of
receipt of the defective SelecSet.

MRA DOA - When HITEL receives DOA parts within thirty (30) days of the
date that HITEL issues the MRA number, HITEL will issue credit against
the replacement part(s) order, if the part(s) being returned quality
for DOA.

When DOA parts are received after thirty (30) days of the MRA
Authorization date, or if the wrong parts are returned to HITEL, the
MRA request will be treated as an MRA Repair and Return following
contact and confirmation with Distributor. All equipment must be
returned to HITEL

8. Packing Returns. Returned materials must be properly packed when
returned to HITEL. Printed circuit boards must be planed in an
anti-static bag and then packed individually in cartons in accordance
with commercially acceptable standards. If the materials is returned
without the anti-static bag and/or proper packing, the returned
material will be rejected by HITEL. For this reason, it is suggested
that a quantity of the original anti-static bags and shipping cartons
be kept in storage for reuse.

9. Charm for MRA Services. Repair fees for each case are shown in Appendix
C.

10. All in-warranty repaired equipment will be shipped freight pre-paid by
HITEL

NOTE SelecSets must be returned with all external parts/components,
i.e., cables, cords and handsets.

IV. FUNCTIONS

1. Issue MRA. HITEL Sales Administration Department will issue a numbered
MRA form upon request of the Distributor. Distributor will issue a
Purchase Order detailing the MRA equipment and work requested. The
maximum number of items on one MRA form is ten (10). If additional
equipment is requested, subsequent MRA forms will be issued. All boxes
must be marked with appropriate MRA number(s). Distributor must also
indicate the appropriate Reason Code.

HITEL Sales Administration Department will issue the MRA form with the
following filled in:

- MRA number - Unit price
- Salesman - Ship to
- Issue date - ▇▇▇▇ to
- Distributor - Terms
- Site name - Comments
- Purchase Order Number - Instructions
- Site number - Insurance
- Quantity - Freight carrier
- Description - Reason code
- Sub Description (New & Used part number)
- Sales order number to be credited
- Serial number if applicable

PAGE iv

2. MRA Inspection. Upon receipt of equipment by HITEL, the contents of
each box will be visually checked and matched to items listed on the
MRA form(s).

Should any problems or discrepancies with equipment received or between
costumer packing list(s) and the MRA. forms, HITEL's Sales
Administration Department will contact Distributor to clarify. A tracer
on delivery may be required or parts may need to be returned if
Distributor requests.

For rejected parts, the MRA form will note rejection reason and the
part(s) will be rejected on final approval HITEL's Sales Administration
Department. The rejection notice will include

- Issue date
- Parts received date
- Description
- MRA number
- Part code
- Detailed reason
- Comments
- Approval
- Shipment or disposal instructions

3. MRA Testing and Repair. MRA parts will be tested per HITEL's Internal
Test Procedures Manual, using hardware Test Procedures of system
software and hardware.

4. MRA Acknowledgment and Invoice.

a. Receipt of MRA parts will be acknowledged by returning
acknowledgement copy to Distributor with the date the
equipment was received by HITEL

b. After tenting, repaired and returned items will be invoiced
for the appropriate amount following shipment of the
equipment.

c. DOA and Special Approval items will be credited by issuing a
credit memo provided they meet the MRA Special Approval and
DOA requirements.

APPENDIX A

The attached table provides recommended number of spare parts to be carded by a
Distributor based on the number of parts in the field to be supported. A 30-day
replacement cycle is assumed.

The columns of the table are as follows: The first is the name of the part. The
second is the assumed FIT rate (failures in 10-to-the-9th hours) as provided
from TTKWK. The third column is the required probability of a part being
available when needed. The remainder of the columns show the number of parts
that can be supported by the number of spares listed at the top of each of these
columns. However, if the probability of not needing any spares during the life
cycle of the product is less than the probability stated in the table, then the
number of required spares is 0. (The life cycle is assumed to be 7 years.) For
example, for the IOC connector units (IOCNU), there is a way low FIT rate, and
the dept can support up to 6 such parts without any spares. With one spare, up
to 561 IOCNU parts can be supported. The majority of the parts, however, have 0
in the column under 0 spares. This means that no parts can be supported with 0
spares, and at least one spare is needed when the first of such a part is in
service.

The assumed probability values ace as follows: Critical parts are assigned a
probability value of .995. These are the parts whose absence can generally bring
the system down. Semi-critical parts are assigned a probability of .98, and are
these parts whose absence can bring down a significant subset of the system or
cause major degradation. Noncritical parts are assigned a probability of .95,
and are those parts whose absence result in a small degradation or outage of a
small subset of the system.

In the case of the Floppy Disk Drive Unit (FDDU). the actual FIT rate provided
was 67,000. However, since this part is rarely used, a FIT rate of only
one-tenth, 6700, is assumed to apply in actual practice.

APPENDIX B

--------------------------------------------------------------------------------

[GRAPHIC]

--------------------------------------------------------------------------------
Issue No. 1 Hitachi Telecom (USA), Inc.
▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇

PARTS DEFECT TAG

1. Part Name
--------------------------------------------
2. Serial No.
-------------------------------------------
3. MRA No.
----------------------------------------------
4. Site Name
--------------------------------------------
5. Site No.
---------------------------------------------

================================================================================

Trouble Symptoms

--------------------------------------------------------------------------------

Sign Date / /
--------------------------------------------- --------------------

================================================================================

Test Results For Hitachi Use Only

[ ] TP
-------------------------------------------------------------------------

--------------------------------------------------------------------------------
[ ] ONLINE Sign
------------------------------------------------

-----------------------------------------------------------

[ ] OTHER
-------------------------------------------------

-----------------------------------------------------------

================================================================================
--------------------------------------------------------------------------------
Please pack the parts properly. Refer to the Hitachi Practices for the proper
methods of packing and filling out the tag.

NOTE: Hitachi Telecom (USA), Inc. will supply Distributors with Defect Tags

APPENDIX C

HITEL TEST RESULT TEST AND REPAIR FEE CREDIT OR RETURN
----------------- ------------------- ----------------

Defective Free Return Repaired Parts
Freight Paid

Good $95 Test Fee Return Repaired Parts
Freight Paid

Rejected Free Return Freight Billed or
Disposed Per Distributor

MRA

Repair and Return in
Warranty

HITEL TEST RESULT TEST AND REPAIR FEE CREDIT OR RETURN
----------------- ------------------- ----------------

Defective or Good 25% of List Price or $95 Return Repaired Parts
whichever is higher Freight Paid

Rejected Free Return Freight Billed or
Disposed Per Distributor

Repair and Return
Out-or-Warranty

HITEL TEST RESULT TEST AND REPAIR FEE CREDIT OR RETURN
----------------- ------------------- ----------------

Defective or Good Free Credit advance
replacement on parts order

Rejected. Free Return Freight Billed or
Disposed Per Distributor

DOA

Special Hitachi Telecom (USA), Inc. will decide for each case.

HCX5000/HCX5000I(R) AUTHORIZED DISTRIBUTOR AGREEMENT FOR 2002

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