**Exhibit10.13**

 
| **SPESCOM SOFTWARE** |   |                                 |
|----------------------|--------|---------------------------------|
|                 |   |                            |
|                 |   | 10052 Mesa Ridge Ct., Suite 100 |
|                 |   | San Diego, CA 92121-2616        |
|                 |   | Tel: 858.625.3000               |
|                 |   | Fax: 858.625.3010               |
|                 |   | www.spescomsoftware.com         |
|                 |   |                            |

 

**SummaryAgreement between:**

**SpescomSoftware Inc (SSI) and Spescom DataVoice (SDV)**

 

This letter serves as a summary of the agreement reached between SSI& SDV for the employment and housing of a core eB development team in SouthAfrica.

 

**Background**

 

It is the desire of SSI to co-locate a development team in the premisesof SDV in Stellenbosch and enter into an agreement with SDV for the procurementof services in South Africa to facilitate hosting this activity for SSI.

 

This move forms part of the SSI strategy to utilize South Africa as acost effective environment to house development resources.  SDV have extensive engineering developmentresources and management skills located in Stellenbosch and it would bebeneficial to house the SSI development team within this environment.

 

It is also anticipated that co-operative development efforts betweenthe SSI and SDV product streams could result from this close relationshipbetween the business activities.

 

**Agreement**

 

As a result of discussions, SDV agree to:

•                  Employthe individual developers that are being relocated to South Africa as part ofthe eB Core development team

•                  Provideoffice space, office furniture, lights, water and cleaning services within asuitable engineering environment for the employees to conduct softwaredevelopment work.

•                  Provideaccess to suitable communication, Internet access and LAN/WAN infrastructurefor a software development team.

•                  ProvideHR, standard group benefits, General Management services, building securityaccess, parking etc. for the development team.

 

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SSI agrees to:

•                  Pay SDV for theactual salary costs, as agreed on the members’ employment letters

•                  Pay SDV fordirect benefit costs and payroll related expenses (such as the company portionof the group provident fund and medical aid contributions)

•                  Pay SDV fordirect expenses as incurred, claimed as per standard expense claims andapproved by SSI.

•                  Pay SDV R 1 600per month for Office space of 20 square metres including lights, water,cleaning, security, tea & coffee, office furniture & parking.

•                   Pay SDV R500per month for IT Infrastructure costs

•                  Pay SDV amanagement fee of 10% of employees fixed payroll costs

•                  Pay SDV fordirect communication expenses incurred by the eB development team, against adetailed usage report provide by SDV, from the central phone system.

•                  Provide theemployees with computers, software and the tools required for them to dodevelopment work as required for SSI.

 

**GeneralItems**

 

The understanding is that is that the eB development team will workexclusively for SSI and will be under guidance from the SSI management in theUSA.  They will report directly to the VPProduct Planning & Control based in San Diego.  Expansion of the eB team or termination ofindividuals’ employment contracts will be decided by SSI, who will worktogether with SDV according to Spescom Ltd. Human Resources Group practices inSouth Africa.

 

Employee reviews for the eB core development team will be conducted onan annual basis by SSI with input from SDV and Spescom Ltd Human ResourcesGroup.

 

All intellectual property and proprietary information relating to;developed code, documents, and processes that the eB development team embarkson, will remain as the sole ownership of SSI.

 

SSI will pay SDV for these services on a monthly basis againstinvoice.  The payment will take place bytelegraphic transfer and will be sent by the 15th ofthe month following the incurred costs.

 

The two companies (SSI & SDV) will cooperate wherever possible toshare and facilitate access to best of breed development practices,international coding standards, documentation and the use of third partytools.  This will serve in the bestinterest of the Spescom group.

 

The agreement will be reviewed annually, with amendments and agreedchanges being included at this time.  Theagreement may be terminated by either party with a 90 day notice period.

 

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| **Date:**                                       | **15th  December 2004** |
|-------------------------------------------------|-------------------------|
|                                            |                    |
|                                            |                    |
| Signed:                                         | /s/ JOHN W. LOW         |   |
|                                            |                    |
|                                            |                    |
| **On  behalf of Spescom software Inc**          |
|                                            |                    |
|                                            |                    |
| Signed:                                         | /s/ PAUL  FICK          |   |
|                                            |                    |
|                                            |                    |
| **On  behalf of Spescom Data Voice (Pty) Ltd.** |
|                                                 |                         |  |  |

 

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