**Exhibit 10.11**

** **

**SOFTWARELICENSE AGREEMENT**

 

This Software Licensing Agreement (the “Agreement”)made as of the 15th day of April, 2002 (“Effective Date”), by and betweenLightning Rod Software Inc., a Delaware corporation, with its principle addressat 5720 Smetana, Suite 300, Minnetonka, MN 55343 (“Lightning Rod Software” or“LRS”) and Atio International, Inc., and Atio Corporation (PTY) Ltd.(collectively referred to hereafter as “Atio”), with their principle address atP.O. Box 4467, Rivonia 2128, Johannesburg, South Africa.  Atio and Lightning Rod Software arehereinafter also referred to as the “Parties” collectively and the “Party”individually.

 

PREAMABLE

 

WHEREAS, Atio and LRS have identified a potentialbusiness transaction between the Parties with respect to the “LicensedSoftware” (as defined below);  and

 

WHERAS, this Agreement represents the DefinitiveAgreement with respect to LRS licensing the Licensed Software to Atio;

 

NOW THEREFORE, the Parties wish to confirmtheir understanding as follows:

 

1.               **DEFINITIONS**

 

(a)                                          “End User Customers” means an entity orperson that uses or imports the Licensed Software alone or as part of or inconnection with an Applicable Atio Product(s) for use in the territoriesidentified in Exhibit A.

 

(b)                                         “End User Customer License” means anon-transferable right granted to an End User Customer by Atio to make copies,use and import in object format only the Licensed Software alone or as part ofor in connection with an Applicable Atio Product(s).  The End UserCustomer License shall be in accordance with the terms and conditions of Atio’sstandard license with respect to Atio software products.

 

(c)                                          “Licensed Software” means the LightningRod Software CyberCall  and AtioCallcomputer software programs and Update(s), if any, provided to Atio by LightningRod Software, as described in Exhibit A attached hereto and the “LRSPre-Existing Information”.

 

(d)                                         “Documentation” means manuals and othermaterials supplied to Atio by Lightning Rod Software, in any medium, relating todesign, maintenance, installation, operation, or training of the LicensedSoftware.

 

(e)                                          “Update(s)” means a version of theLicensed Software that includes bug fixes, additions, or changes made byLightning Rod Software to the then current version of the Licensed Software,but does not include Interaction Manager or later versions of LRS’s softwareproducts or additions, enhancements, or derivatives thereof.

 

(f)                                            “Intellectual Property” means allcopyrights, patents, patent applications, maskworks, trade secrets or otherintellectual property rights and derivatives.

 

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(g)                                         “LRS Pre-Existing Information” meansLRS’s specifications, designs, plans, drawings, software, data prototypes orother technical or business information related to the  LRS Licensed Software as described inExhibit A attached hereto which (i) isevidenced by the written record kept by LRS in the ordinary course of itsbusiness and (ii) is considered proprietary or confidential.

 

**2.             Grantof License**.

 

2.1                                 **Development Rights.**  Lightning RodSoftware hereby grants to Atio solely for the territories listed in Exhibit Aattached hereto a non-exclusive, perpetual (unless terminated by Atio’smaterial default in accordance with Section 9.2), non-transferable (except asprovided herein), non-assignable (except as provided herein), royalty freelicense, under Lightning Rod Software’s or Lightning Rod Software supplier’scopyrights and patents for any works of authorship or inventions respectivelyembodied in the Licensed Software, to use, copy, modify, store, process andimport the Licensed Software in object and source code format for purposes ofsupport, correcting bugs, errors and defects, and developing, enhancing,improving, adapting, extending, adding to, modifying and creating derivativesof the Licensed Software.

 

2.2                                 **Distribution Rights.** Lightning Rod Software hereby grants to Atio solely for the territorieslisted in Exhibit A attached hereto a non-exclusive, perpetual (unlessterminated by Licensee’s material default in accordance with Section 9.2),non-transferable (except as provided herein), non-assignable (except asprovided herein) and royalty free license, under Lightning Rod Software’s orLightning Rod Software supplier’s copyrights and patents for any works ofauthorship or inventions respectively embodied in the Licensed Software, to (a)import, develop and incorporate the Licensed Software into and/or use theLicensed Software in connection with certain of Atio’s products as suchproducts are determined by Atio from time to time in its sole and absolutediscretion (“Applicable Atio Product(s)”); (b) distribute, sell and offer tosell to End User Customers the Licensed Software and derivatives thereof (andcopies of both), in object format only, either alone or as part of and/or inconjunction with any and all Applicable Atio Product(s); and (c) grant to EndUser Customers an End User Customer License to copy, use and import theLicensed Software which is sold alone or is incorporated into and part of theApplicable Atio Product(s) or used in connection with the Applicable AtioProduct(s).

 

2.3                                 **Documentation**:  LightningRod Software hereby grants to Atio solely for the territories listed in ExhibitA attached hereto a royalty free, non-exclusive, perpetual (unless terminatedby Atio’s material default in accordance with Section 9.2), non-transferable(except as provided herein), non-assignable (except as provided herein)license, under Lightning Rod Software’s or Lightning Rod Software supplier’scopyrights for any works of authorship embodied in the Documentation, when donein connection with the development or modification to the LRS Software orefforts to market, sell or license Licensed Software, to (a) use, copy andmodify the Documentation; (b) have the Documentation copied and modified; (c)incorporate the whole or parts of the Documentation into other similarmaterials prepared by or for Atio; (d) distribute the Documentation and copiesthereof, in whole or in part, to End User Customers in conjunction with thesale of the Licensed Software alone or as part of or in connection withApplicable Atio Product(s); and (e) grant to End User Customers the right tocopy and use the Documentation.

 

2.4                                 **Trademark**:  Lightning RodSoftware grants to Atio solely for the territories listed in Exhibit A attachedhereto a royalty free, non-exclusive, non-transferable (except as providedherein), non-assignable (except as provided herein) right to use Lightning RodSoftware trademarks set forth in Exhibit A in association with the marketing, advertisement,distribution, sale, and use of the Licensed Software.

 

2.5                                 **No Other Licenses****. **Except as provided herein**,**nolicense or other right is granted, by either Party to the other, byimplication, estoppel or otherwise, under any patents, trade secrets, or otherintellectual property rights now or hereafter owned or controlled by such Partyexcept for the licenses and rights expressly granted in this Agreement.  Notwithstanding anything to the contraryherein, Lightning Rod Software agrees not to license the Licensed Software toany other person or entity in the territories listed in Exhibit A after theeffective date hereof for as long as this agreement remains effective.  This licensing prohibition does not extendto Interaction Manager or later versions of LRS’s software products, oradditions, enhancements, or derivatives thereof or to LRS’s license agreementwith Dialogic Corporation  or  to any modifications or amendments thereto.

 

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**3.             OWNERSHIP**

 

3.1                                 Subject to thelicenses and rights granted to Atio pursuant to this Agreement, all right,title and interest in and to the Licensed Software and Documentation are andshall at all times remain Lightning Rod Software or Lightning Rod Softwaresupplier’s sole and exclusive property.

 

3.2                                 Notwithstandinganything to the contrary contained herein, the Parties agree that any development,enhancement, improvement, adaptation, extension, addition, derivative or othermodification to the Licensed Software made by Atio or its contractors inaccordance with the terms and conditions of this Agreement, and anyIntellectual Property in any such development, enhancement, improvement,adaptation, extension, addition, derivative or other modification, shall beowned exclusively by Atio, but shall be subject to the terms and conditions ofthis Software License Agreement, including the territorial limitationscontained herein.

 

**4.             COMPENSATION**

 

In full and satisfactoryconsideration  for the licenses andrights granted hereunder, Atio shall compensate LRS as follows:  (1) conveying and assigning to LRS Four Hundred One Thousand Eight HundredSeventeen (401,817) shares of LRS’s common stock owned by Atio represented byCertificate Nos. 130 (171,817 shares), 274 (115,000 shares), and 275 (115,000shares); (2) canceling Atio’s exclusive reseller agreement with LRS enteredinto in July, 2000; and (3) paying to LRS in advance in U.S. dollars theequivalent  sum of Three Hundred Fifty Thousand(350,000.00) South African Rand at the exchange rate prevailing at the date ofexecution of this Software License Agreement.

 

**5.****                                     ****MAINTENANCE AND SUPPORT OBLIGATION**

 

LRS undertakes nomaintenance and support obligations and will not maintain and support theLicensed Software and Update(s), if any, as a result of entering into thisSoftware License Agreement.

 

**6.****                                     ****WARRANTIES**:

 

THE LICENSEDSOFTWARE IS FURNISHED BY LIGHTNING ROD SOFTWARETM AND ACCEPTED BYLICENSEE “AS IS,” WITHOUT ANY WARRANTY WHATSOEVER. ALL WARRANTIES, EXPRESS ORIMPLIED, ARE SPECIFICALLY EXCLUDED AND DISCLAIMED.  LIGHTNING ROD SOFTWARETM DOES NOT WARRANTTHAT THE LICENSED SOFTWARE WILL MEET ATIO’S REQUIREMENTS OR THAT THE OPERATIONOF THE LICENSED SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE, AS BETWEEN LIGHTNINGROD SOFTWARETM AND ATIO, THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THELICENSED SOFTWARE IS WITH ATIO.

 

LRS warrants thatit shall supply all versions, releases of the Licensed Software modulesand  files, as reviewed by the Atio teamduring March and April 2002, and a summary of which is attached in Exhibit “A”hereto. In the event that initial software supplied by LRS 

 

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is found to beincomplete from what is documented in Exhibit “A” then LRS shall provide themissing software using its best endeavors in good faith.

 

**7.             INTELLECTUALPROPERTY INDEMNIFICATION**

 

**7.1****                              ****LightningRod Software will protect, defend, indemnify, and hold Atio harmless from andagainst any suit or proceeding brought against Atio, its parent, subsidiariesor customers, based upon a claim that the Licensed Software delivered to Atiohereunder, in whole or in part infringes any patent, copyright, trade secret,or other Intellectual Property right of any person.  Lightning Rod Software’s indemnification will include all damagesand costs awarded, including attorneys’ fees, and any cost of settling any suitor proceeding if the settlement is approved by Lightning Rod Software orLightning Rod Software has failed to meet its obligations to defend the suit orproceeding when requested by Atio.**

** **

**7.2****                              ****Atio agreesto promptly notify Lightning Rod Software of any such claim of infringement andwill provide information, assistance, and cooperation in defending the suit orproceeding (at Lightning Rod Software’s expense).**

** **

**7.3****                              ****If theLicensed Software delivered to Atio hereunder, or any portion thereof, is foundto infringe the rights of any third party and its use is enjoined, LightningRod Software will, at Atio’s option and at Lightning Rod Software expense,either (a) procure for Atio a license or right to continue to use the LicensedSoftware or the applicable portion of the Licensed Software, (b) replace theLicensed Software or applicable portion with a non-infringing Licensed Softwareor portion, or (c) modify the Licensed Software or infringing portion to becomenon-infringing.**

 

8.                                           **LIMITATION OF LIABILITY**

 

IN NO EVENT WILL LIGHTNING ROD SOFTWARETM BE LIABLE TO ATIOOR ANY OTHER PERSON FOR ANY LOST PROFITS, LOST SAVINGS, LOST DATA, OR OTHER SPECIAL,CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATING TO THISAGREEMENT OR ANY PRODUCT OR SERVICE FURNISHED OR TO BE FURNISHED BY LIGHTNINGROD SOFTWARETM UNDER THIS AGREEMENT OR THE USE THEREOF, EVEN IF LIGHTNINGROD SOFTWARETM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE, AND THEAGGREGATE LIABILITY OF LIGHTNING ROD SOFTWARETM UPON ANY CLAIMSHOWSOEVER ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY PRODUCTS ORSERVICES FURNISHED OR TO BE FURNISHED BY LIGHTNING ROD SOFTWARETM UNDER THISAGREEMENT WILL IN ANY EVENT BE ABSOLUTELY LIMITED TO THE AMOUNT PAID TO LIGHTNINGROD SOFTWARETM UNDER THIS AGREEMENT; *PROVIDED*, *HOWEVER*, THAT NOTHING INTHIS AGREEMENT SHALL OPERATE TO RELIEVE LIGHTNING ROD SOFTWARETM FROM LIABILITY FORITS OWN WILLFUL OR WANTON RECKLESSNESS OR INTENTIONAL TORTS.

 

9.                                           **TERM AND TERMINATION**

 

9.1                                 Term:  This Agreement shall commence on theEffective Date and shall continue until terminated by either Party inaccordance with the terms and conditions of this Agreement.

 

9.2                                 Termination:

 

(a)                                  Either Partyshall have the right to terminate this Agreement in the event of a materialbreach or default by the other Party of any representation, warranty, covenantor obligation under this Agreement if, within thirty (30) days after writtennotice, the breaching or defaulting Party has failed to cure the breach ordefault.

 

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(b)                                 Notwithstandinganything to the contrary contained herein, Licenses granted by Atio to End UserCustomers hereunder as of the time of termination or expiration, shall not beaffected by expiration or termination of this Agreement for any reason

 

(c)                                  The followingprovisions shall survive any expiration or termination of this Agreement: 1. Definitions;2. Grant of License (except to the extent terminated by LRS due to amaterial breach by Atio in accordance with the provisions of Section 9.2(a) inwhich case only those licenses existing under Section 9.2(b) shall survive); 3.Ownership; 4. Compensation; 5. Maintenance and Support; 7.Intellectual Property; 8. Indemnification; 9. Termination; 10. Confidentialityand Non-disclosure; and 11. General Provisions.

 

**10.          CONFIDENTIALITYAND NON-DISCLOSURE**

 

### **Confidential Information.** It may become necessary during the course of this Agreement for oneParty to disclose to the other information which the disclosing Party considersconfidential (“Confidential Information”). Disclosure of such Confidential Information shall be governed by theterms of the Corporate Non-Disclosure Agreement entered into by the Partiesprior to the Effective Date of this Agreement.  Neither Party may usethe other Party’s name or trademarks in any type of advertisement materials,web sites, interviews, articles, brochures, business cards, project referenceor client listings.

 

**GENERALPROVISIONS**

 

11.1.                   Relationship ofParties/Independent Development. The Partieshereto are independent contractors. Neither Party has any express orimplied right or authority to assume or create any obligations on behalf of theother or to bind the other to any contract, agreement or undertaking with anythird party.  Nothing in this Agreementshall be construed to create a partnership, joint venture, employment or agencyrelationship between Lightning Rod Software and Atio.  This Agreement does notpreclude Atio or Lightning Rod Software from evaluating, acquiring from thirdparties not a Party to this Agreement, independently developing or marketingsimilar technologies or products, or making and entering into similararrangements with other companies. Neither Party is obligated by this Agreement to make such products ortechnologies available to the other.

 

11.2.                   EntireAgreement.  The terms and conditionsof this Agreement, including its exhibits, constitutes the entire agreementbetween the Parties with respect to the subject matter hereof, and merges and supersedes all prior andcontemporaneous agreements, understandings, negotiations and discussions.  Neither of the Parties shall be bound by anyconditions, definitions, warranties, understandings, or representations withrespect to the subject matter hereof other than as expressly providedherein.  The section headings containedin this Agreement are for reference purposes only and shall not affect in anyway the meaning or interpretation of this Agreement.  No oral explanation or oral information by either Party heretoshall alter the meaning or interpretation of this Agreement.  No amendments or modifications shall beeffective unless in a writing signed by authorizedrepresentatives of both Parties. These terms and conditions will prevail notwithstanding any different,conflicting or additional terms and conditions which may appear on any purchaseorder, acknowledgment or other writing not 

 

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                             expressly incorporated into this Agreement.  This Agreement may be executed in two (2) ormore counterparts, all of which, taken together, shall be regarded as one andthe same instrument.  Facsimile signatureson this Agreement will be deemed original for all purposes.  The following exhibits are attached heretoand incorporated herein: Exhibit A (Licensed Software Description; Descriptionof Trademarks; Licensed Territories).

 

11.3.                   Notices.  All notices required or permitted to begiven hereunder shall be in writing, shall make reference to this Agreement,and shall be delivered by hand, or dispatched by prepaid air courier or byregistered or certified airmail, postage prepaid, addressed as follows:

 

| If to Lightning Rod Software,      |   | If to Atio,                        |
|------------------------------------|--------|------------------------------------|
| Lightning Rod Software             |   | Atio International/Atio Pty Ltd.   |
| 5720 Smetana Drive, Suite 300      |   | P.O. Box  4467, Rivonia 2128  |
| Minnetonka, MN 55343               |   | Johannesburg, South Africa         |
| Phone:  952/939-3946          |   | Phone:                             |
| Fax:                               |   | Fax: 001-27-11-235-7016            |
| Attention: Chief Executive Officer |   | Attention: Chief Executive Officer |

 

11.4.     Such notices shall be deemed served whenreceived by addressee or, if delivery is not accomplished by reason of somefault of the addressee, when tendered for delivery.  Either Party may give written notice of a change of address and,after notice of such change has been received, any notice or request shallthereafter be given to such Party at such changed address.

 

11.5.                   Assignment.The terms and conditions of this Agreement shall bind and ensure to eachParty’s successors and assigns.

 

11.6.                   Waiver.  Failure by either Party to enforce any termof this Agreement shall not be deemed a waiver of future enforcement of that orany other term in this Agreement or any other agreement that may be in placebetween the Parties.

 

11.7.                   NoRule of Strict Construction.  Regardless of which Party may have draftedthis Agreement, no rule of strict construction shall be applied against eitherParty.  If any provision of this Agreementis determined by a court to be unenforceable, the Parties will deem theprovision to be modified to the extent necessary to allow it to be enforced tothe extent permitted by law, or if it cannot be modified, the provision will besevered and deleted from this Agreement, and the remainder of the Agreementwill continue in effect.

 

11.8.                   Governing Law. Any claimarising under or relating to this Agreement shall be governed by the internalsubstantive laws of the State of Minnesota or federal courts located inMinnesota, without regard to principles of conflict of laws.

 

11.9.                   Jurisdiction. Each Partyhereby agrees to jurisdiction and venue in the courts of the State of Minnesotafor all disputes and litigation arising under or relating to this Agreement.

 

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IN WITNESS WHEREOF, Atioand Lightning Rod Software, intending to be legally bound, have caused thisAgreement to be executed and delivered byits duly authorized representative as of the Effective Date.

 
| Lightning Rod Software,  Inc. |   | Atio Corporation (PTY)  Ltd. |       | Atio International, Inc. |
|-------------------------------|--------|------------------------------|------------|--------------------------|
|                          |   |                         |       |                     |
| Name:                         |   |                         | Name:      |                     |   | Name: |   |
|                          |   |                         |       |                     |
| Signature:                    |   |                         | Signature: |                     |   | Signature: |   |
|                          |   |                         |       |                     |
| Its:                          |   |                         | Its:       |                     |   | Its: |   |
|                          |   |                         |       |                     |
| Date:                         |   |                         | Date:      |                     |   | Date: |   |
|                               |        |                              |            |                          |  |  |  |  |  |  |  |  |  |  |  |  |

 

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# **EXHIBIT “A”**

 

A.            DESCRIPTIONOF LICENSED SOFTWARE

 

The following is a description of theLicensed Software.

 

**CyberCall 3Component and Version**

**Checklist**
| **Components**             |   | **Version** |   | **Comments**                                                      |
|----------------------------|--------|-------------|--------|-------------------------------------------------------------------|
| API Tester                 |   | 1.1.0.19    |   | Checked                                                           |
| Call Centre Monitor        |   | 1.0.6.0     |   | Not present                                                       |
| Call Centre Monitor Server |   | 1.2.2.08    |   | Checked                                                           |
| Campaign Manager           |   | 1.2.0.1     |   | Checked                                                           |
| Campaign Server            |   | 2.1.1.3     |   | Checked                                                           |
| CGI Gateway                |   | 2.2.1.3     |   | Checked                                                           |
| Component Configuration    |   | 3.0.9.4     |   | Checked                                                           |
| Config Builder             |   | 4.4.0.17    |   | Checked                                                           |
| CTI Server                 |   | 6.2.2.44    |   | (Including CCM Server, Monitor, Postmaster, StatsProcess) Checked |
| CTI Server Simulator       |   | 1.4.1.0     |   | Checked                                                           |
| Dialer                     |   | 1.0.1.2     |   | Checked                                                           |
| DB Scripts                 |   | 1.2.0.17    |   | Checked                                                           |
| Email Client               |   | 1.0.3.0     |   | Checked                                                           |
| Fax Client                 |   | 1.0.2.1     |   | Checked                                                           |
| Fax Gateway                |   | 1.4.0.3     |   | Checked                                                           |
| Fax Server                 |   | 1.0.1.6     |   | Checked                                                           |
| Health Monitor             |   | 1.0.1.0     |   | Not present                                                       |
| Health Monitor Server      |   | 1.1.2.6     |   | Checked                                                           |
| Install Wizard             |   | 1.0.0.18    |   | Checked                                                           |
| License Manager            |   | 3.0.0.2     |   | Checked                                                           |
| License Server             |   | 5.33        |   | (CyberLicense.dll 1.0.1.4) Checked                                |
| License Utilities          |   | 1.0.0.1     |   | Checked                                                           |
| Mail Gateway               |   | 1.6.1.5     |   | Checked                                                           |
| Media Applications         |   | 1.10.8.35   |   | Checked                                                           |
| Media Server               |   | 1.4.1.13    |   | Checked                                                           |
| Number Server              |   | ???         |   | Checked                                                           |
| PA Scripts                 |   | 1.2.6.2     |   | Checked                                                           |
| Postmaster                 |   | 1.1.1.02    |   | Checked                                                           |
| Power Agent                |   | 2.0.9.3     |   | (Including PA Proxy and PA Tool Bar) Checked                      |
| Power Agent Server         |   | 2.0.5.3     |   | Checked                                                           |
| Qmonitor                   |   | 1.0.0.5     |   | Checked                                                           |
| Statistics Manager         |   | 3.6.4.11    |   | Checked                                                           |
| StatsProcess               |   | 1.1.2.03    |   | Checked                                                           |
| StatsExport                |   | 1.0.0.2     |   | Checked                                                           |
| Switch Interface           |   | 2.4.0.26    |   | Checked                                                           |
| Switch Interface Proxy     |   | 1.7.5.0     |   | Checked                                                           |
| Telemarketer               |   | 2.0.2.7     |   | Checked                                                           |
| Voice Messaging Client     |   | 1.1.0.25    |   | Checked                                                           |
| Voice Messaging Gateway    |   | 1.3.0.7     |   | Checked                                                           |
| VRU                        |   | 1.1.0.0     |   | Checked                                                           |
|                       |   |        |   |                                                              |
| Documentation              |   | All         |   | Checked                                                           |
| Previous versions          |   | All         |   | (AtioCALL, CyberCall 2, Dev Versions) Checked                     |

 

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B.            DESCRIPTION OF TRADEMARKS

 

CyberCall

AtioCall

 

C.                                  ATIO’STERRITORIES

 

*The territory will be defined as Sub-Saharan Africa,including :*

 

•                  South Africa

 

•                  Botswana

 

•                  Kenya

 

•                  Namibia

 

•                  Zimbabwe

 

•                  Zamia

 

•                  Tanzania

 

•                  Mauritius

 

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