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                                                                    EXHIBIT 10.9

                           SOFTWARE LICENSE AGREEMENT

This Software Licensing Agreement (the "Agreement") made as of the 16th day of
February, 2001 ("Effective Date"), by and between Lightning Rod Software Inc., a
Delaware corporation, with its principle address at 5900 Green Oak Drive,
Minneapolis, MN 55343 ("Lightning Rod Software" or "LRS") and Dialogic
Corporation, a New Jersey corporation with its principle address at 1515 Route
Ten, Parsippany NJ 07054 ("Dialogic"). Dialogic and Lightning Rod Software are
hereinafter also referred to as the "Parties" collectively and the "Party"
individually.

PREAMABLE

WHEREAS, Dialogic and LRS have identified a potential business transaction
between the Parties with respect to the "Licensed Software" (as defined below)
and have detailed such potential business transaction in a term sheet dated
February 16, 2001 ("Term Sheet");

WHERAS, the Term Sheet provides Dialogic and LRS may negotiate and enter into
certain definitive agreements ("Definitive Agreements") with respect to such
potential business transaction and one of the Definitive Agreements involves LRS
licensing the Licensed Software to Dialogic;

WHERAS, this Agreement represents such Definitive Agreement with respect to LRS
licensing the Licensed Software to Dialogic;

NOW THEREFORE, the Parties wish to confirm their understanding as follows:

1.   DEFINITIONS

     (a)  "End User Customers" means an entity or person which uses or imports
          the Licensed Software alone or as part of or in connection with an
          Applicable Dialogic Product(s).

     (b)  "End User Customer License" means a non-transferable right granted to
          an End User Customer by Dialogic to make copies, use and import the
          Licensed Software alone or as part of or in connection with an
          Applicable Dialogic Product(s). The End User Customer License shall be
          in accordance with the terms and conditions of Dialogic's standard
          license with respect to Dialogic software products.

     (c)  "Licensed Software" means the Lightning Rod Interaction Manager(TM)
          and Power Agent Desktop Application computer software programs and
          Update(s), if any, provided to Dialogic by Lightning Rod Software, as
          described in Exhibit A attached hereto and the "LRS Pre-Existing
          Information".

     (d)  "Documentation" means manuals and other materials supplied to Dialogic
          by Lightning Rod Software, in any medium, relating to design,
          maintenance, installation, operation, or training of the Licensed
          Software.

     (e)  "Update(s)" means a version of the Licensed Software that includes bug
          fixes, additions, or changes made by Lightning Rod Software to the
          then current version of the Licensed Software.

     (f)  "Intellectual Property" means all copyrights, patents, patent
          applications, maskworks, trade secrets or other intellectual property
          rights and derivatives.

     (g)  "LRS Pre-Existing Information" means LRS's specifications, designs,
          plans, drawings, software, data prototypes or other technical or
          business information related to the


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          Lightning Rod Interaction Manager(TM) computer software programs as
          described in Exhibit A attached hereto which (i) existed prior to
          commencing performance of any engineering, consulting and sales
          services under the Master Consulting Contract and Non-Disclosure
          Agreement between Dialogic and LRS dated February 27, 2001 ("Master
          Consulting Agreement") and is evidenced by the written record kept by
          LRS in the ordinary course of its business and (ii) is considered
          proprietary or confidential.

2.   Grant of License.

2.1  Development Rights. Lightning Rod Software hereby grants to Dialogic a
     non-exclusive, perpetual (unless terminated by Dialogic's material default
     in accordance with Section 9.2), worldwide (subject to Atio Pty's
     territories as listed in Exhibit A attached hereto), non-transferable
     (except as provided herein), non-assignable (except as provided herein),
     royalty bearing license, under Lightning Rod Software's or Lightning Rod
     Software supplier's copyrights and patents for any works of authorship or
     inventions respectively embodied in the Licensed Software, to use, copy,
     modify, store, process and import the Licensed Software in object and
     source code format for purposes of support, correcting bugs, errors and
     defects, and developing, enhancing, improving, adapting, extending, adding
     to, modifying and creating derivatives of the Licensed Software.

2.2  Distribution Rights. Lightning Rod Software hereby grants to Dialogic a
     non-exclusive, perpetual (unless terminated by Dialogic's material default
     in accordance with Section 9.2), worldwide (subject to Atio Pty's
     territories as listed in Exhibit A attached hereto), non-transferable
     (except as provided herein), non-assignable (except as provided herein) and
     royalty bearing license, under Lightning Rod Software's or Lightning Rod
     Software supplier's copyrights and patents for any works of authorship or
     inventions respectively embodied in the Licensed Software, to (a) import,
     develop and incorporate the Licensed Software into and/or use the Licensed
     Software in connection with certain of Dialogic's products as such products
     are determined by Dialogic from time to time in its sole and absolute
     discretion ("Applicable Dialogic Product(s)"); (b) distribute, sell and
     offer to sell the Licensed Software and derivatives thereof (and copies of
     both), in object format only, either alone or as part of and/or in
     conjunction with any and all Applicable Dialogic Product(s); (d) grant to
     End User Customers an End User Customer License to copy, use and import the
     Licensed Software which is sold alone or is incorporated into and part of
     the Applicable Dialogic Product(s) or used in connection with the
     Applicable Dialogic Product(s); and (e) grant to Dialogic's resellers
     ("Dialogic Resellers") the right to use, sell and offer to sell the
     Licensed Software alone or which is incorporated into and part of such
     Applicable Dialogic Product(s).

2.3  Documentation: Lightning Rod Software hereby grants to Dialogic a royalty
     free, non-exclusive, perpetual (unless terminated by Dialogic's material
     default in accordance with Section 9.2), worldwide (subject to Atio Pty's
     territories as listed in Exhibit A attached hereto), non-transferable
     (except as provided herein), non-assignable (except as provided herein)
     license, under Lightning Rod Software's or Lightning Rod Software
     supplier's copyrights for any works of authorship embodied in the
     Documentation, when done in connection with the development or modification
     to the LRS Software or efforts to market, sell or license Licensed
     Software, to (a) use, copy and modify the Documentation; (b) have the
     Documentation copied and modified; (c) incorporate the whole or parts of
     the Documentation into other similar materials prepared by or for Dialogic;
     (d) distribute the Documentation and copies thereof, in whole or in part,
     to End User Customers and Dialogic Resellers in conjunction with the sale
     of the Licensed Software alone or as part of or in connection with
     Applicable Dialogic Product(s); and (e) grant to End User Customers and
     Dialogic Resellers the right to copy and use the Documentation.


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2.4  Trademark: Lightning Rod Software grants to Dialogic a royalty free,
     non-exclusive, worldwide (subject to Atio Pty's territories as listed in
     Exhibit A attached hereto), non-transferable (except as provided herein),
     non-assignable (except as provided herein) right to use Lightning Rod
     Software 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, no license or other right is
     granted, by either Party to the other, by implication, estoppel or
     otherwise, under any patents, trade secrets, or other intellectual property
     rights now or hereafter owned or controlled by such Party except for the
     licenses and rights expressly granted in this Agreement.

2.6  Evaluation Copies. Dialogic may provide royalty-free evaluations of the
     Licensed Software, for up to 90 days, to End User Customers or potential
     End User Customers. Dialogic shall be responsible for enforcing and
     supporting such evaluations.

3.   OWNERSHIP

3.1  Subject to the licenses and rights granted to Dialogic pursuant to this
     Agreement, all right, title and interest in and to the Licensed Software
     and Documentation are and shall at all times remain Lightning Rod Software
     or Lightning Rod Software supplier's sole and exclusive property.

3.2  Notwithstanding anything to the contrary contained herein, the Parties
     agree that any development, enhancement, improvement, adaptation,
     extension, addition, derivative or other modification to the Licensed
     Software made by Dialogic or its contractors in accordance with the terms
     and conditions of this Agreement, and any Intellectual Property in any such
     development, enhancement, improvement, adaptation, extension, addition,
     derivative or other modification, shall be owned exclusively by Dialogic.

4.   COMPENSATION

     In full and satisfactory consideration for the licenses and rights granted
     hereunder, Dialogic shall compensate LRS by paying to LRS the applicable
     "Per Seat License Fee" set forth in the compensation provisions attached
     hereto as Exhibit B. Notwithstanding anything to the contrary contained
     herein, any and all derivatives of the Licensed Software made by Dialogic
     which incorporates or includes all or any portion of the LRS Software shall
     be subject to the applicable Per Seat License Fee.

5.   MAINTENANCE AND SUPPORT OBLIGATION

     During the period for which engineering, consulting and sales services are
     provided by LRS to Dialogic under the Master Consulting Agreement but in no
     event for more than one (1) year following the Effective Date of this
     Agreement, LRS will maintain and support the Licensed Software and
     Update(s), if any, according to the provisions herein and at least in
     accordance with the support obligations as set forth in Exhibit C attached
     hereto and incorporated herein.

6.   WARRANTIES:

6.1  Lightning Rod Software makes the following representations and warranties
     to Dialogic in connection with the Licensed Software delivered to Dialogic
     hereunder:

     (a)  The Licensed Software will perform materially in conformance with the
          Description set forth in Exhibit A (the "Description") and the
          Licensed Software does not contain errors


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          that prohibit its operation in material conformance with the
          Description for the Licensed Software.

     (b)  To the best of Lightning Rod Software's knowledge, the Licensed
          Software does not contain any viruses at the time of delivery to
          Dialogic.

     (c)  Lightning Rod Software has the right to license the Licensed Software
          to Dialogic, and to the best of Lightning Rod Software's knowledge,
          Lightning Rod Software's licensing of the Licensed Software to
          Dialogic will be free of any claims, liens or conflicting rights in
          favor of any third party.

     (d)  To the best of Lightning Rod Software's knowledge, the Licensed
          Software does not violate any Intellectual property right of any third
          party.

6.2  Lightning Rod Software's entire liability and Dialogic's exclusive remedy
     for licensed Software which does not conform to Lightning Rod Software's
     warranty set forth in Section 6.1(i) herein shall be to either: (1) to
     repair or replace the nonconforming Licensed Software; or (2) to refund of
     the applicable Per Seat License Fee(s) paid (including, without limitation,
     the "Prepaid License Fee"). Notwithstanding anything to the contrary
     contained in this Section 6.2, if the Licensed Software fails to materially
     conform to Lightning Rod Software's warranty set forth in Section 6.1(a)
     herein, prior to Lightning Rod Software refunding the applicable Per Seat
     License Fee(s) under this Section 6.2 Lightning Rod Software agrees to use
     its best efforts to repair or replace the nonconforming Licensed Software
     in a timely manner.

6.3  Other than the representations and warranties set forth in Section 6.1
     above, LIGHTNING ROD SOFTWARE MAKES NO WARRANTIES, EXPRESS OR IMPLIED,
     CONCERNING THE LICENSED SOFTWARE, INCLUDING THE IMPLIED WARRANTIES OF
     MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

7.   INTELLECTUAL PROPERTY INDEMNIFICATION

7.1  Lightning Rod Software will protect, defend, indemnify, and hold Dialogic
     harmless from and against any suit or proceeding brought against Dialogic,
     its parent, subsidiaries or customers, based upon a claim that the Licensed
     Software delivered to Dialogic hereunder, 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
     damages and costs awarded, including attorneys' fees, and any cost of
     settling any suit or proceeding if the settlement is approved by Lightning
     Rod Software or Lightning Rod Software has failed to meet its obligations
     to defend the suit or proceeding when requested by Dialogic.

7.2  Dialogic agrees to promptly notify Lightning Rod Software of any such claim
     of infringement and will provide information, assistance, and cooperation
     in defending the suit or proceeding (at Lightning Rod Software's expense).

7.3  If the Licensed Software delivered to Dialogic hereunder, or any portion
     thereof, is found to infringe the rights of any third party and its use is
     enjoined, Lightning Rod Software will, at Dialogic's option and at
     Lightning Rod Software expense, either (a) procure for Dialogic a license
     or right to continue to use the Licensed Software or the applicable portion
     of the Licensed Software, (b) replace the Licensed Software or applicable
     portion with a non-infringing Licensed Software or portion, or (c) modify
     the Licensed Software or infringing portion to become non-infringing.


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8.   LIMITATION OF LIBILITY

8.1  DIALOGIC AND LIGHTNING ROD SOFTWARE AND THEIR RESPECTIVE AFFILIATES AND
     EACH PARTY'S AND THEIR AFFILIATE'S RESPECTIVE EMPLOYEES, AGENTS, AND
     SUPPLIERS EXCLUSIVE REMEDIES AND THE ENTIRE LIABILITY OF THE OTHER PARTY
     FOR ANY CLAIM, LOSS, DAMAGE OR EXPENSE ARISING OUT OF THIS AGREEMENT
     WHETHER IN AN ACTION FOR OR ARISING OUT OF BREACH OF CONTRACT, TORT,
     INCLUDING NEGLIGENCE, INDEMNITY, OR STRICT LIABILITY, SHALL BE AS FOLLOWS:

     1)   FOR INFRINGEMENT - AS SET FORTH IN SECTION 7;

     2)   FOR THE NONCONFORMANCE OF THE LICENSED SOFTWARE TO THE DESCRIPTION SET
          FORTH IN EXHIBIT A - THE REMEDY SET FORTH IN SECTION 6.2;

     3)   FOR EVERYTHING OTHER THAN AS SET FORTH ABOVE -- THE AMOUNT OF THE
          DIRECT DAMAGES, INCLUDING AWARDED COUNSEL FEES AND COSTS, NOT TO
          EXCEED THE AMOUNT PAID BY DIALOGIC TO LIGHTNING ROD SOFTWARE UNDER
          THIS AGREEMENT EXCEPT FOR DIRECT DAMAGES ARISING FROM THE FRAUD,
          WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF THE OTHER PARTY IN WHICH
          CASE SUCH PARTY'S LIABILITY FOR DIRECT DAMAGES SHALL NOT BE LIMITED.

8.2  EXCEPT WITH RESPECT TO INFRINGEMENT INDEMNIFICATION UNDER SECTION 7 OR A
     BREACH OF THE CONFIDENTIALITY AND NON-DISCLOSURE PROVISIONS UNDER SECTION
     10, DIALOGIC, LIGHTNING ROD SOFTWARE AND THEIR RESPECTIVE EMPLOYEES,
     AGENTS, AND SUPPLIERS SHALL NOT BE LIABLE FOR ANY INCIDENTAL, INDIRECT, OR
     CONSEQUENTIAL DAMAGES OR LOST PROFITS, REVENUES OR SAVINGS ARISING OUT OF
     THIS AGREEMENT WHETHER IN AN ACTION FOR OR ARISING OUT OF BREACH OF
     CONTRACT, TORT, INCLUDING NEGLIGENCE, OR STRICT LIABILITY.

9.   TERM AND TERMINATION

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

9.2  Termination:

     (a)  Either Party shall have the right to terminate this Agreement in the
          event of a material breach or default by the other Party of any
          representation, warranty, covenant or obligation under this Agreement
          if, within thirty (30) days after written notice, the breaching or
          defaulting Party has failed to cure the breach or default. In the
          event that LRS shall substantially cease to do business relating to
          the Licensed Software by terminating the employment of all of its
          technical and professional services employees such event shall not be
          considered a material breach hereunder and the rights and licenses
          granted to Dialogic with respect to the Licensed Software will
          continue in full force and effect, and Dialogic's obligation to pay
          Per Seat License Fees as provided in Exhibit B hereto shall continue
          in full force and effect.

     (b)  In the event that this Agreement is terminated due to a material
          breach by Lightning Rod Software, the rights and licenses granted to
          Dialogic with respect to the LRS Software, Documentation, and
          Trademarks will continue in full force and effect, except that such
          use shall be royalty free.


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     (c)  Dialogic may terminate this Agreement in accordance with the
          provisions of Section 11 below.

     (d)  Notwithstanding anything to the contrary contained herein, licenses
          granted by Dialogic to End User Customers and Dialogic Resellers
          hereunder as of the time of termination or expiration, shall not be
          affected by expiration or termination of this Agreement for any reason
          except that if (i) LRS terminates this Agreement in accordance with
          Section 9.2(a) then any licenses purchased by Resellers from Dialogic
          prior to such termination shall continue in full force and effect but
          Reseller's right to purchase additional licenses from Dialogic shall
          terminate or (ii) if Dialogic terminates this Agreement in accordance
          with Section 9.2(c) then any licenses purchased by Resellers from
          Dialogic with respect to the Power Agent prior to such termination
          shall continue in full force and effect but Reseller's right to
          purchase additional licenses for the Power Agent from Dialogic shall
          terminate..

     (e)  The following provisions shall survive any expiration or termination
          of this Agreement: 1. Definitions; 2. Grant of License (except to the
          extent terminated by LRS due to a material breach by Dialogic in
          accordance with the provisions of Section 9.2(a) in which case only
          those licenses existing under Section 9.2(d) shall survive); 3.
          Ownership; 4. Compensation; 5. Maintenance and Support Obligations
          with respect to End User Customers possessing a End User Customer
          License; 7. Intellectual Property Indemnification; 9. Termination; 10.
          Confidentiality and Non-disclosure; 11. Option to Exercise Superceding
          Fixed Fee Software License Agreement and 12. General Provisions.

10.  CONFIDENTIALITY AND NON-DISCLOSURE

     Confidential Information. It may become necessary during the course of this
     Agreement for one Party to disclose to the other information which the
     disclosing Party considers confidential ("Confidential Information").
     Disclosure of such Confidential Information shall be governed by the terms
     of the Corporate Non-Disclosure Agreement entered into by the Parties prior
     to the Effective Date of this Agreement. The Parties acknowledge and agree
     that neither party may issue any press release or make any other disclosure
     about this Agreement, the relationship between the Parties as documented in
     this Agreement, and its terms or its existence including, but not limited
     to, any disclosure to its shareholders or otherwise, without the prior
     written approval of the other Party. Neither Party may use the other
     Party's name or trademarks in any type of advertisement materials, web
     sites, interviews, articles, brochures, business cards, project reference
     or client listings.

11.  OPTION TO EXERCISE SUPERCEDING FIXED FEE SOFTWARE LICENSE AGREEMENT

11.1 Notwithstanding anything to the contrary contained herein, LRS grants to
     Dialogic the option ("Option") to terminate this Agreement in accordance
     with the terms hereof and to enforce the provisions of a superceding Fixed
     Fee Software License Agreement which shall be negotiated within thirty (30)
     days following the Effective Date ("Fixed Fee Software License Agreement").
     The basic understanding between the Parties with respect to the Fixed Fee
     Software License Agreement is detailed in the "Superceding Term Sheet" (as
     defined in the Term Sheet) agreed to by the Parties. A copy of the
     Superceding Term Sheet is attached hereto and incorporated herein as
     Exhibit D. The Option will be exercised, if at all, by written notice from
     Dialogic to LRS on or before August 1, 2001, delivered together with a
     copy, executed by Dialogic, of the Fixed Fee Software License Agreement.


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11.2 If Dialogic exercises the Option in accordance with Section 11.1 above,
     then the terms and conditions of this Agreement shall remain in full force
     and effect unless and until all of the Fixed Fee Software License Agreement
     has been executed by both Parties, except that the Parties agree that the
     upon execution of the Fixed Fee Software License Agreement by both Parties
     the terms and conditions of the Fixed Fee Software License Agreement will
     supercede the terms and conditions of this Agreement effective upon the
     date the Option was exercised (i.e., the terms and conditions of the Fixed
     Fee Software License Agreement shall be effective as of the date the Option
     was exercised and not as of the date Fixed Fee Software License Agreement
     was fully executed).

11.3 Any Per Seat License Fees (including, without limitation, the "Pre-Paid
     License Fee" described in Exhibit B hereto) paid by Dialogic to LRS under
     this Agreement with respect to any or all of the Licensed Software other
     than the Power Agent Desktop Application shall be credited by LRS to any
     amounts payable under the Fixed Fee Software License Agreement with respect
     to licensing the Licensed Software provided, however, that no such credit
     shall exceed Five Hundred Thousand ($500,000) Dollars. A pro rata
     percentage of such credit shall be applied against each installment payment
     of the license fee payable under the Fixed Fee Software License Agreement.
     For purposes of this Section 11.3, the amount of any Per Seat License Fee
     paid by Dialogic to LRS which is attributable to the Power Agent Desktop
     Application shall be calculated as follows: (a) if the Power Agent Desktop
     Application is licensed to an End User Customer as part of the Licensed
     Software then the amount attributable to the Power Agent Desktop
     Application shall be the product of (i) the Per Seat License Fee paid by
     Dialogic to LRS with respect to the Licensed Software, multiplied by (ii)
     twenty (20%) percent; and (b) if the Power Agent Desktop Application is
     licensed to an End User Customer on its own or with some but not all of the
     other parts of the Licensed Software then the amount attributable to the
     Power Agent Desktop Application shall be the amount mutually agreed to by
     both Parties in good faith.

11.4 Until exercise or expiration of the Option set forth under this Section 11,
     LRS shall immediately provide Dialogic with written notice upon the
     occurrence of any of the following events ("Events"): (a) LRS's decision to
     offer to sell or otherwise transfer or assign any ownership rights to the
     Licensed Software to any third party (including, any assignment or transfer
     to any third party acquiring all or substantially all of LRS's assets or
     stock or through reorganization or amalgamation involving such third party)
     or (b) LRS's decision to license the Licensed Software on an exclusive
     basis or on better terms and conditions than the license granted to
     Dialogic hereunder and under the Fixed Fee Software License Agreement. If
     either of the Events occur, Dialogic will have sixty (60) days from receipt
     of the requisite notice from LRS to exercise the Option. Upon execution of
     the Option, Dialogic will have the right, in addition to any other rights
     herein and in the Fixed Fee Software License Agreement, to enforce its
     right of first refusal (including, without limitation, any matching rights)
     granted under the Supplemental Term Sheet or Fixed Fee Software License
     Agreement, as applicable.

12.  GENERAL PROVISIONS

12.1 Relationship of Parties. The Parties hereto are independent contractors.
     Neither Party has any express or implied right or authority to assume or
     create any obligations on behalf of the other or to bind the other to any
     contract, agreement or undertaking with any third party. Nothing in this
     Agreement shall be construed to create a partnership, joint venture,
     employment or agency relationship between Lightning Rod Software and
     Dialogic.

12.2 Independent Development. This Agreement does not preclude Dialogic or
     Lightning Rod Software from evaluating, acquiring from third parties not a
     Party to this Agreement, independently developing or marketing similar
     technologies or products, or making and entering into similar


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     arrangements with other companies. Neither Party is obligated by this
     Agreement to make such products or technologies available to the other.

12.3 Entire Agreement. The terms and conditions of this Agreement, including its
     exhibits, constitutes the entire agreement between the Parties with respect
     to the subject matter hereof, and merges and supersedes all prior and
     contemporaneous agreements, understandings, negotiations and discussions.
     Neither of the Parties shall be bound by any conditions, definitions,
     warranties, understandings, or representations with respect to the subject
     matter hereof other than as expressly provided herein. The section headings
     contained in this Agreement are for reference purposes only and shall not
     affect in any way the meaning or interpretation of this Agreement. No oral
     explanation or oral information by either Party hereto shall alter the
     meaning or interpretation of this Agreement. No amendments or modifications
     shall be effective unless in a writing signed by authorized representatives
     of both Parties. These terms and conditions will prevail notwithstanding
     any different, conflicting or additional terms and conditions which may
     appear on any purchase order, acknowledgment or other writing not expressly
     incorporated into this Agreement. This Agreement may be executed in two (2)
     or more counterparts, all of which, taken together, shall be regarded as
     one and the same instrument. Facsimile signatures on this Agreement will be
     deemed original for all purposes. The following exhibits are attached
     hereto and incorporated herein: Exhibit A (Licensed Software Description);
     Exhibit B (Compensation Provisions; Exhibit C (Maintenance and Support
     Obligations); and Exhibit D (Superceding Term Sheet).

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

         If to Lightning Rod Software,           If to Dialogic,
         Lightning Rod Software                  Dialogic Corporation
         5900 Green Oak Drive                    1515 Route Ten
         Minneapolis, MN 55343                   Parsippany, New Jersey 07054
         Phone:  952/837-4051                    Phone: 973-967-6895
         Fax:  952/837-4020                      Fax: 973-993-3060
         Attention: Chief Financial Officer      Attention:  Senior Attorney

     Such notices shall be deemed served when received by addressee or, if
     delivery is not accomplished by reason of some fault 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 shall thereafter be given to such Party at such changed address.

12.5 Assignment. Neither Party may assign its rights or delegate its
     obligations, or any part thereof under this Agreement whether in
     conjunction with a change of ownership, merger, acquisition, sale or
     transfer of all, substantially all or any part of such Party's business or
     assets or otherwise, either voluntarily, by operation of law of otherwise,
     any portion of this Agreement without prior written consent from the other
     Party which shall not be unreasonably withheld, except that Dialogic may
     assign to Intel Corporation without Lightning Rod Software's consent. Any
     attempt by either Party to assign or delegate any rights, duties or
     obligations set forth in this Agreement without the other Party's prior
     written consent shall be deemed a material breach of this Agreement and
     shall be null and void. Except as provided above, the terms and conditions
     of this Agreement shall bind and endure to each Party's successors and
     assigns. If a Party consents to an assignment of the other Party's
     obligations in accordance with this Section 12.5, the Party assigning it's
     obligations shall remain liable for the complete performance by the
     assignee of such obligations to which said assignee shall succeed. Any
     assignment to which a Party has consented


                                     Page 8
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     in accordance with this Section 12.5 shall not be effective and binding
     upon the non-assigning Party unless the assigning Party has provided a
     written acknowledgment, ratified by the assignee, stating that said
     assignee shall immediately upon such assignment assume all obligations and
     responsibilities with respect to all of the terms and conditions hereunder
     that would otherwise apply to the assigning Party.

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

12.7 No Rule of Strict Construction. Regardless of which Party may have drafted
     this Agreement, no rule of strict construction shall be applied against
     either Party. If any provision of this Agreement is determined by a court
     to be unenforceable, the Parties will deem the provision to be modified to
     the extent necessary to allow it to be enforced to the extent permitted by
     law, or if it cannot be modified, the provision will be severed and deleted
     from this Agreement, and the remainder of the Agreement will continue in
     effect.

12.8 Governing Law. Any claim arising under or relating to this Agreement shall
     be governed by the internal substantive laws of the State of Delaware or
     federal courts located in Delaware, without regard to principles of
     conflict of laws. Jurisdiction. Each Party hereby agrees to jurisdiction
     and venue in the courts of the State of Delaware for all disputes and
     litigation arising under or relating to this Agreement. This provision is
     meant to comply with 6 Del. C. Section 2708(a).

IN WITNESS WHEREOF, Dialogic and Lightning Rod Software, intending to be legally
bound, have caused this Agreement to be executed and delivered by its duly
authorized representative as of the Effective Date.

Lightning Rod Software, Inc.          Dialogic Corporation


Name: Willem J. Ellis                 Name: Howard G. Bubb
      ----------------------------          ------------------------------


Signature: /s/ Willem J. Ellis        Signature: /s/ Howard G. Bubb
           -----------------------               --------------------------


Its: CEO                              Its: President
     -----------------------------


Date: March 2, 2001                   Date: March 2, 2001
      ----------------------------          -----------------------------


                                     Page 9
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                                   EXHIBIT "A"
                          LICENSED SOFTWARE DESCRIPTION

A.   DESCRIPTION OF LICENSED SOFTWARE
--   --------------------------------

The following is a description of the Licensed Software.

Interaction Manager Version 4.2 Service Pack 1

Lightning Rod Interaction Manager(TM) Version 4.2 Service Pack 1 is a complete,
integrated suite which allows e-businesses to handle all customer interactions,
including Web chat, Web collaboration, Web callback, e-mail, fax, faxback, phone
and IVR.

The Interaction Manager Version 4.2 Service Pack 1 Platform is made up of four
main components:

     1.   Modules: The media modules are the variety of communication types
          through which customers can reach a business. They include Web chat,
          Web collaboration, Web callback, e-mail, fax, faxback, phone and IVR.

     2.   Gateway: The Interaction Gateway includes the Universal Queue engine
          and is the core of the system that prioritizes, routes and queues
          customer interactions. Sophisticated algorithms can let the entire
          system adapt in real-time to changing customer traffic, making maximum
          use of available resources.

     3.   PowerAgent: The PowerAgent is a single, consistent interface through
          which contact center agents receive and control all interaction types.

     4.   Tools & API's: Management tools allows for easy system administration
          and report generation across all media. Integration tools and API's
          provide a bridge to your e-business data warehouse and business
          applications.

1. Modules

     Chat - Live web chat allows customers and agents to communicate in
     real-time by typing messages in a pop-up window.

     Web Collaboration - Like a salesperson in a department store, agents may
     need to physically guide a customer through a site to find a particular
     product or category. Web collaboration allows the customer and agent to
     simultaneously view Web pages while they chat on screen or on the phone.

     Agents can also initiate page pushing which allows them to send specific
     Web pages to the customer for viewing.

     Agents can help customers make product selections and place them into a
     shopping cart and guide the purchase process and dramatically reducing cart
     abandonment.

          o    Joint Form Completion
               The Web collaboration module also offers joint form completion.
               Agents can locate an online form, present it in the customer's
               Web browser, and proceed to assist the customer in competing
               fields, choosing options and checking boxes or buttons.


                                    Page 10
<PAGE>

          o    Pre-Defined Sequences
               Agents can respond to frequently asked questions with a
               pre-defined sequence of Web addresses.

     Web Callback - An online customer who has a product or service question can
     simply click a button and request a callback from an agent. This service
     alleviates the customer from having to call into your company, possibly
     wait for an agent and then be routed to the proper area. A customer can
     request the callback immediately or at a convenient scheduled time.

     E-mail - E-mail as a communication tool continues to grow. Methods of
     managing and responding to the increasing volumes will greatly impact
     staffing requirements, costs, and level of customer service.

          o    Pre-Defined Response
               As with the chat and Web collaboration modules, pre-defined
               e-mail responses are easily accessible by agents, ensuring
               efficient and consistent handling. Administrators can
               pre-configure the subject, body and attachment fields. An
               unlimited number of responses may be stored and categorized for
               easy retrieval. Agents may edit or add content for further
               personalization to the e-mail.

          o    Auto Acknowledge
               Auto Acknowledge is another available feature and is used to
               generate an automatic outbound e-mail, which acknowledges the
               receipt of customer e-mail.

          o    E-mail Review
               E-mail Review allows managers to review outbound e-mails before
               they are released. Specified e-mails can be routed to a manager
               (or other designated reviewer) prior to release to your customer.

     Inbound Voice - The Inbound Voice module recognizes dialed number and then
     prioritizes and queues accordingly. When linked to a contact or CRM
     database, the telephone number used to make the inbound call is used to
     automatically "pop" the customer's profile and historical information onto
     the agent's screen. Inbound Voice also delivers informational, delay and
     overflow messages to incoming callers.

     IVR (Interactive Voice Response) - The IVR module provides a customer the
     ability to access real-time information free of live assistance.

     Voice Messaging - When used with the IVR module, a customer can choose the
     option of leaving a message rather than waiting on hold. The recorded
     message (not the customer) then enters the queue to wait for the next
     available agent. Recorded messages are routed to an agent just like any
     other interaction.

     Fax and Faxback - By fully integrating fax capability with other customer
     options, faxes can be queued for agents along with other contact media, and
     used to fill "slow" times between calls, or queued along with lower
     priority calls. The Interaction Manager Fax Module provides the following
     capabilities:

          o    Inbound faxes can be prioritized, queued and routed like voice
               calls.
          o    Outbound faxes can be predefined and selected for response.
          o    Outbound fax back sends faxes automatically in response to IVR
               data input by callers. This self-serve feature reduces agent
               workload and increases availability for personalized service
               interactions.


                                    Page 11
<PAGE>

     Knowledge Manager
     Knowledge Manager maintains a history of all interactions for each customer
     across all media modules. It tracks the path of customer interactions as
     well as agent responses - from initial contact to final resolution.

     Stored in the Knowledge Manager database is a record of all customer
     interactions, the response rendered, the resources deployed, and the
     outcome achieved. Agents can drill down through the history of an
     interaction using the familiar tree structure. All data is searchable by
     transaction number, date/time, media type and agent name.

2.   Gateways

The heart of the system is the Interaction Gateway, which is available in two
versions: Web-only or multi-channel. The Interaction Gateway prioritizes, queues
and routes interactions from all sources and to all resources configured within
the system. The Universal Queue allows for consistent handling of customer
interactions across all modules, including Web chat, Web collaboration, Web
callback, e-mail, fax, fax back, phone and IVR. Business rules and workflow
logic can be applied to the range of interactions to direct contact center
management and guide skills-based routing.

3.   PowerAgent

The PowerAgent interface is the single window through which your agents view and
control all customer interactions.

     o    Integration Across All Media
          All media interaction types, both phone and Web-based, are viewed
          through the PowerAgent, ensuring ease-of-use for contact center
          agents. An agent can, for example, receive a phone call inquiry from a
          customer and, while conversing, can send an e-mail or fax to the
          customer with supporting information - all through the same screen, at
          the same time.

          For each interaction, the PowerAgent automatically displays a customer
          profile and interaction history for use during the session.

     o    Customizable with External Applications
          The PowerAgent interface is Windows(R)-based and browser-based and is
          customizable to the specific needs of business. Third-party
          applications or internal business applications can be launched
          automatically upon agent acceptance of specified transaction types.

     o    Intuitive Interface
          Easy-to-use buttons, toolbars and pull-down menus allow agents to:

          o    Accept, decline, or re-queue transactions
          o    View the queue length and activity status of the contact center.
          o    Consult with a colleague for assistance while receiving or making
               a call.
          o    Alternate between, or conference with, the first or third party o
               Transfer or reassign interactions with attached notepad comments,
               if desired.
          o    Change availability status.
          o    Initiate an outgoing fax, e-mail or voice call.


                                    Page 12
<PAGE>

         Upon closing an interaction, the agent can select from a pre-defined
         list of interaction classifications. This information is useful for
         analysis and reporting by managers for profiling contact center
         interaction volume.

4.   Tools

Management tools allow for easy system administration and report generation
across all media. Integration tools provide a bridge to your e-business data
warehouse and business applications.

     Data Manager - The Data Manager application provides a concise view of
     system resource utilization, which displays levels of usage and capacity.
     The ability to back up, archive and restore data are made easy with Data
     Management Wizards and the Microsoft(R) Management Console (MMC).

     Config Builder - Config Builder is an easy-to-use control panel for
     configuring all modules and resources within Interaction Manager. Its
     point-and-click interface allows simple guided management of the entire
     integrated process. It provides an effective means of adjusting system
     function to achieve desired service levels.

     Monitor - The Monitor application is a powerful, automated assistant that
     greatly simplifies these processes. It uses alarms, icons, and color-coded
     indicators to provide instant visual cues about activity status. Managers
     are alerted when the contact center has achieved a pre-determined level of
     activity and are immediately able to adjust and optimize resources in
     real-time. Monitor provides accurate real-time information on all managed
     resources across all interaction types, whether phone or Web-based.
     Managers can determine how personnel are being utilized, compare work and
     idle times, analyze efficiency and much more.

     Reporter - Interaction Manager Reporter is a customizable, Web-based
     reporting tool that allows managers to produce pre-defined or custom
     reports with ease - all through a standard Internet browser.

     As each interaction enters the system, information such as the interaction
     type, current status, agent name, and customer-entered data are stored in a
     central database. All data - across all media types - is available to
     Reporter for report creation.

     Managers can easily create, categorize, view, print, and export
     mission-critical reports by choosing from several pre-defined reports or by
     creating custom reports using the industry-standard Crystal Reports(TM)
     Designer. Scheduled reports can be set up to run daily, weekly, monthly or
     any other frequency.

Integration Tools

Data Repository - The Interaction Manager Data Repository gathers information
from all activities and processes occurring throughout the operation of the
contact center. Two types of data are stored: operational and analytical.

Integration Toolkit - The Integration Toolkit provides the capability to
integrate Interaction Manager to 3rd party applications to achieve such features
as screen-pops, voice and data call transfer, and CRM integration. A set of
API's provide easy integration between Interaction Manager and third party
communications solutions and business applications


                                    Page 13
<PAGE>

CyberCall Demo Software
-----------------------
The Lightning Rod Software demonstration illustrates the substantial positive
impact on the operation of a contact center employing a multi-channel contact
strategy that uses Universal Queue technology. The business is Cyber-Trekking, a
Time Travel Agency that sells trips into the past or future. Cyber-Trekking has
a Web site that allows customers the ability to receive information about trips
and book them online. Cyber-Trekking has implemented Lightning Rod Software's
Interaction Manager product suite, enabling customers to contact them via Web
chat, Web collaboration, Web callback, e-mail, fax, fax-back, phone and
Interactive Voice Response (IVR).



B. LIGHTNING ROD SOFTWARE TRADEMARKS (if applicable):
-  ---------------------------------

Registered/pending:
     *    Lightning Rod
     *    CyberCall

Used/not filed:

     *    Humanized
     *    Humanizing Cyberspace
     *    Knowledge Manager
     *    Config Builder
     *    Interaction Manager
     *    Power Agent

C.   ATIO PTY'S TERRITORIES
--   ----------------------

     o    South Africa

     o    Botswana

     o    Kenya

     o    Namibia

     o    Zimbabwe

     o    Zamia

     o    Tanzania

     o    Mauritius


                                    Page 14
<PAGE>

                                   EXHIBIT "B"

                             COMPENSATION PROVISIONS


LICENSE PAYMENTS


(i) DEFINITION
--------------

"Seats" means the number of authorized simultaneous users able to access the
Licensed Software licensed by Dialogic to End User Customers or to or by
Dialogic's sublicensees for re-licensing to such sublicensee's End User
Customers. Dialogic shall be responsible for reporting to LRS any Seats.

(ii) AMOUNT
-----------

In full and satisfactory consideration for the licenses and rights granted to
Dialogic under the Agreement (including, without limitation, the right to
sublicense), Dialogic shall pay to LRS a per "Seat" license fee(s) ("Per Seat
License Fee"). Such Per Seat License Fee shall be equal to fifty percent (50%)
of the license fee received by Dialogic with respect to each Seat licensed by
Dialogic to Dialogic's sublicensees or end customers provided, however, that in
no case shall the Per Seat License Fee be (i) less than Two Hundred and Fifty US
Dollars ($250) nor (ii) greater than Five Hundred US Dollars ($500).
Notwithstanding anything to the contrary contained in this Exhibit B, if only
part of the Licensed Software is licensed by Dialogic to end customers or to
Dialogic's sublicensees, Dialogic and LRS shall negotiate in good faith a
revised calculation of the Per Seat License Fee applicable to those parts of the
Licensed Software licensed and the revised Per Seat License Fee shall less than
the Per Seat License Fee calculated with respect to all of the Licensed
Software.

(iii) PRE-PAYMENT.
------------------

Dialogic shall initially pay to LRS a non-refundable (except as otherwise
provided in Section 11) amount of Five Hundred Thousand ($500,000) Dollars which
represents a pre-payment of the Per Seat License Fee ("Pre-Paid License Fee").
Dialogic shall initially fulfill the Per Seat License Fee with respect to any
required Seats from such Pre-Paid License Fee. Dialogic shall pay the Pre-Paid
License Fee as soon as possible following receipt of the LRS Software, in source
code and object code format, and related technical documentation from LRS.

(iv) PAYMENT.
-------------

Upon Dialogic fulfilling the Per Seat License Fee up to an amount equal to the
Pre-Paid License Fee as detailed in the immediately preceding paragraph, the Per
Seat License Fee with respect to Seats licensed by Dialogic during a particular
calendar quarter thereafter shall be payable within thirty (30) days following
the expiration of such particular calendar quarter.


                                    Page 15
<PAGE>

                                   EXHIBIT "C"

                       MAINTENANCE AND SUPPORT OBLIGATIONS

1.   GENERAL PROVISIONS

     In exchange for LRS training Dialogic's support team on basic support for
     the Licensed Software as specified in Section 5 below, Dialogic agrees to
     act as the initial contact for providing support to its customers with
     respect to the Licensed Software. LRS agrees to use best efforts to
     maintain the Licensed Software for the term set forth below.

2.   ESCALATION PROCEDURE

     If Dialogic is unable to solve a customer's problem, LRS will assist
     Dialogic by telephone. Such assistance will be available to Dialogic
     continuously, at no cost, during LRS's normal business hours according to
     the following procedure:

     "Level 1" shall mean a critical effort resulting in interruption of basic
     service or a major function of the Licensed Software.

     LRS's Response: Within a twenty-four (24) hour period, LRS shall either
     provide a correction to the error or a plan to correct such error. LRS
     shall provide a daily status report on its progress in resolving the
     problem.

     "Level 2" shall mean that basic service is degraded and some functions are
     either not available or inadequate.

     LRS's Response: Within seven (7) calendar days, LRS shall provide a
     correction to the error or a plan to correct such error. LRS shall provide
     a weekly status report on its progress in resolving the problem.

     "Level 3" shall mean problems which cause user inconvenience which do not
     prevent operation of the Licensed Software.

     LRS's Response: Within fourteen (14) calendar days, LRS shall provide a
     correction to the error or a plan to correct such error. LRS shall provide
     a monthly status report on its progress in resolving the problem.

     "Level 4" shall mean user suggestions or comments.

     LRS's Response: Suggestions and comments can be incorporated into the next
     Update.

4.   DEFAULT ON SUPPORT OBLIGATIONS If LRS defaults on the support obligations
     set forth above,LRS hereby grants to Dialogic a non-exclusive, perpetual,
     worldwide, royalty-free license under LRS's copyrights and patents for any
     works of authorship or inventions, respectively embodied in the source
     code, for Dialogic to use, copy and modify the LRS Software, in source code
     and object code format, for the purposes of providing support to Dialogic's
     Resellers and any End User Customers which purchase the Licensed Software
     under the Agreement.


                                    Page 16
<PAGE>

5.   TRAINING
--   --------

     Upon Dialogic's request, during any period in which services are being
     provided by LRS under the Master Consulting Agreement, LRS shall conduct
     sales and technical training (including, without limitation, product demos)
     with respect to the Licensed Software at least once per calendar quarter
     for a maximum of two (2) days per session. Such training may be videotaped
     by Dialogic, and used by Dialogic for Dialogic's internal training needs
     regarding the Licensed Software. Dialogic will pay LRS for the reasonable
     out-of-pocket expenses incurred by LRS's employees that perform such
     training. LRS shall also provide to Dialogic copies of product demos with
     respect to the Licensed Software.


                                    Page 17
<PAGE>

                                   EXHIBIT "D"



SUPERCEDING TERM SHEET

See attached five (5) pages


                                    Page 18
<PAGE>

                             Superceding Terms Sheet


This term sheet ("Superceding Term Sheet") is intended to and shall serve to
raise issues and focus the discussion regarding the possible business
transaction between Lightning Rod Software, Inc. ("Lightning Rod Software" or
"LRS") and Dialogic Corporation, an Intel Company ("Dialogic") which will
supercede the existing term sheet agreed to by LRS and Dialogic dated February
16, 2001 ("Existing Term Sheet") and the definitive agreements detailed and
entered into by Dialogic and LRS thereunder. Under no circumstances shall this
document constitute a binding commitment from either company.

All proposals contained herein are made in good faith. However, they are subject
to and shall be conditioned on (i) the completion of a due diligence review of
Lightning Rod Software by Dialogic on a basis which is satisfactory to Dialogic
in its sole discretion, (ii) satisfactory review by appropriate levels of
management of each party, and (iii) Dialogic's exercise of the "Option" granted
to Dialogic in accordance with the provisions of the Existing Term Sheet and the
definitive agreements detailed and entered into by Dialogic and LRS thereunder.
Actual terms for the transaction between Dialogic Corporation and Lightning Rod
Software are to be negotiated and finalized in definitive agreements
("Superceding Definitive Agreements"), which will contain the many essential
terms not addressed herein, but nonetheless necessary for an agreement to become
a contract, including without limitation, warranties, representations,
conditions precedent, indemnities and elements of consideration. Except as noted
below, no contract will exist between the companies regarding the subject matter
addressed below unless and until the Superceding Definitive Agreements are duly
executed on behalf of each company. The parties agree that the existence of and
actual terms and conditions of this term sheet are considered confidential and
shall be governed by the terms of the Corporate Non-Disclosure Agreement
previously entered into by the parties.

Both companies shall bear all its own expenses in this process and neither of
the companies is justified in relying on the success of their efforts to
negotiate and execute the Superceding Definitive Agreements. Except as provided
in the Existing Agreement, under no circumstances shall either company be liable
to the other for any costs or damages of any kind based upon or arising out of
not consummating the Superceding Definitive Agreements envisioned herein.

A.   NON-EXCLUSIVE FIXED FEE LICENSE
--   -------------------------------

1.   LRS shall grant to Dialogic a non-exclusive, perpetual, worldwide (subject
     to Atio Pty's territories as listed in Exhibit B attached hereto) license
     to (i) to copy, store, process, modify, make, have made, use, sell, offer
     to sell, and import the "LRS Software" and derivative works thereof in
     source and binary code with the right to sublicense and (ii) copy and use
     internally the "Power Agent Software" with the right to sublicense such
     right to copy and use internally to Dialogic's parent company, Intel
     Corporation ("Intel"). "LRS Software" means the Lightning Rod Interaction
     Manager(TM)computer software programs, and updates provided to Dialogic by
     Lightning Rod Software, as described in Exhibit A attached hereto including
     copies of object and source code and all technical documentation relating
     to such software programs, and the "LRS Pre-Existing Information" (as
     defined in the Existing Term Sheet). "Power Agent Software" means the Power
     Agent desktop application , and updates provided to Dialogic by Lightning
     Rod Software, as described in Exhibit A attached hereto. Any development,
     enhancement, improvement, adaptation, extension, addition, derivative or
     other modification to the LRS Software made by Dialogic or Dialogic's
     contractors, and any intellectual property rights therein, shall be owned
     exclusively by Dialogic.

2.   LRS shall provide technical support (as to be described and defined in the
     Superceding Definitive Agreements) for a period of one year (Technical
     Support").


                                    Page 19
<PAGE>

3.   In the event that Lightning Rod Software shall cease to do business, the
     rights and licenses granted to Dialogic with respect to the LRS Software
     will continue in full force and effect and Lightning Rod Software will
     grant Dialogic a non-exclusive, perpetual worldwide (subject to Atio Pty's
     territories) license to copy, store, process, modify, make, have made, use,
     sell, offer to sell, and import the Power Agent Software and derivative
     works thereof including copies of object and source code and all technical
     documentation relating to such Power Agent Software programs. Any
     development, enhancement, improvement, adaptation, extension, addition,
     derivative or other modification to the Power Agent Software programs made
     by Dialogic or Dialogic's contractors in accordance with this Section A(3),
     and any intellectual property rights therein, shall be owned exclusively by
     Dialogic.

4.   Upon Dialogic's request, LRS shall conduct sales and technical training
     (including, without limitation, product demos) with respect to the LRS
     Software at least once per calendar quarter for a maximum of two (2) days
     per session. Such training may be videotaped by Dialogic, and used by
     Dialogic for Dialogic's internal training needs regarding the LRS Software.
     Dialogic will pay LRS for the reasonable out-of-pocket expenses incurred by
     LRS's employees that perform such training. LRS shall also provide to
     Dialogic copies of product demos with respect to the LRS Software.

5.   Dialogic will pay LRS $2.5 million for the fully paid up license fee for
     the rights and licenses granted by LRS to Dialogic with respect to the LRS
     Software and Power Agent Software, payable as follows:

     (i)  $1,000,000 payable upon both parties signing the Superceding
          Definitive Agreement

     (ii) $500,000 payable 90 days after both parties sign the Superceding
          Definitive Agreement

     (iii) $500,000 payable 180 days after both parties sign the Superceding
          Definitive Agreement

     (iv) $500,000 payable 240 days after both parties sign the Superceding
          Definitive Agreement

6.   LRS shall provide to Dialogic full warranties and indemnifications.


B.   RIGHT TO EMPLOY THE LRS ENGINEERING AND DEVELOPMENT GROUP
--   ---------------------------------------------------------

1.   Lightning Rod Software shall grant to Dialogic its full consent to
     interview and offer/enter into contracts and/or employment to members of
     the Lightning Rod Software's engineering group as mutually agreed by the
     parties.

2.   Notwithstanding anything to the contrary contained herein, Dialogic will
     have no obligation to interview and/or offer contracts or employment to any
     such members and shall determine, in its sole and absolute discretion,
     which such members, if any, to interview and/or offer contracts and/or
     employment. LRS will terminate its relationship with such employees
     including consideration related to any benefits or compensation previously
     provided by LRS.


                                    Page 20
<PAGE>

C.   STRATEGIC AGREEMENT
--   -------------------

1.   Dialogic and LRS shall negotiate to enter into a Superceding Definitive
     Agreement with respect to a strategic marketing agreement for the marketing
     and promotion of the Lightning Rod Software and LRS's professional support
     services with respect to the Lightning Rod Software, including:

     1.1  Agreement to joint participation in certain trade shows and events.

     1.2  Agreement to work together on marketing programs.

     1.3  Agreement to share leads.

     1.4  Agreement to cooperate on consulting service opportunities, including
          the Intel call center project, if applicable.

     1.5  Agreement to joint meetings and efforts with CCSSD sales and
          marketing.

2.   Such Superceding Definitive Agreement shall also include Dialogic's
     agreement to use reasonable efforts to identify PowerAgent Software in
     demos of the LRS Software for a period of one year.

D.   RESELLER AGREEMENT
--   ------------------

1.   LRS and Dialogic shall negotiate to enter into a Superceding Definitive
     Agreement with respect to a non-exclusive reseller agreement for any
     upgrades/versions of the LRS Software as may be developed by Dialogic.

E.   RIGHT OF FIRST REFUSAL
--   ----------------------

1.   LRS shall grant to Dialogic a right of first refusal (including, without
     limitation, full matching rights) to acquire any and all intellectual
     property rights related to the LRS Software and Power Agent Software.

2.   The right of first refusal will have a limited life expiring February 1,
     2002.

F.   MISCELLANEOUS
--   -------------

1.   The Superceding Definitive Agreements described herein may by their
     respective nature, necessitate the need for or the desire for either of the
     parties to issue public statements or have external interactions. The
     parties expressly agree hereby that no public statement will be made or
     released by either party regarding any Superceding Definitive Agreement or
     this Superceding Term Sheet without prior written approval from the other
     Party, which shall not be unreasonably withheld.

2.   LRS and Dialogic shall cooperate on due diligence at LRS's offices.

                                    Page 21
<PAGE>

                                    EXHIBIT A
                      TO THE SUPERCEDING TERM SHEET BETWEEN
                                LRS AND DIALOGIC

LRS SOFTWARE
------------

Interaction Manager Version 4.2 Service Pack 1

Lightning Rod Interaction Manager(TM) Version 4.2 Service Pack 1 is a complete,
integrated suite which allows e-businesses to handle all customer interactions,
including Web chat, Web collaboration, Web callback, e-mail, fax, faxback, phone
and IVR.

The Interaction Manager Version 4.2 Service Pack 1 Platform is made up of four
main components:

     1.   Modules: The media modules are the variety of communication types
          through which customers can reach a business. They include Web chat,
          Web collaboration, Web callback, e-mail, fax, faxback, phone and IVR.
          1.

     2.   Gateway: The Interaction Gateway includes the Universal Queue engine
          and is the core of the system that prioritizes, routes and queues
          customer interactions. Sophisticated algorithms can let the entire
          system adapt in real-time to changing customer traffic, making maximum
          use of available resources.

     3.   PowerAgent: The PowerAgent is a single, consistent interface through
          which contact center agents receive and control all interaction types.
          The PowerAgent is not licensed as part of the LRS Software.

     4.   Tools & API's: Management tools allows for easy system administration
          and report generation across all media. Integration tools and API's
          provide a bridge to your e-business data warehouse and business
          applications.

Modules

          Chat - Live web chat allows customers and agents to communicate in
          real-time by typing messages in a pop-up window.

          Web Collaboration - Like a salesperson in a department store, agents
          may need to physically guide a customer through a site to find a
          particular product or category. Web collaboration allows the customer
          and agent to simultaneously view Web pages while they chat on screen
          or on the phone.

          Agents can also initiate page pushing which allows them to send
          specific Web pages to the customer for viewing.

          Agents can help customers make product selections and place them into
          a shopping cart and guide the purchase process and dramatically
          reducing cart abandonment.


                                    Page 22
<PAGE>

          o    Joint Form Completion
               The Web collaboration module also offers joint form completion.
               Agents can locate an online form, present it in the customer's
               Web browser, and proceed to assist the customer in competing
               fields, choosing options and checking boxes or buttons.

          o    Pre-Defined Sequences
               Agents can respond to frequently asked questions with a
               pre-defined sequence of Web addresses.

          Web Callback - An online customer who has a product or service
          question can simply click a button and request a callback from an
          agent. This service alleviates the customer from having to call into
          your company, possibly wait for an agent and then be routed to the
          proper area. A customer can request the callback immediately or at a
          convenient scheduled time.

          E-mail - E-mail as a communication tool continues to grow. Methods of
          managing and responding to the increasing volumes will greatly impact
          staffing requirements, costs, and level of customer service.

          o    Pre-Defined Response
               As with the chat and Web collaboration modules, pre-defined
               e-mail responses are easily accessible by agents, ensuring
               efficient and consistent handling. Administrators can
               pre-configure the subject, body and attachment fields. An
               unlimited number of responses may be stored and categorized for
               easy retrieval. Agents may edit or add content for further
               personalization to the e-mail.

          o    Auto Acknowledge
               Auto Acknowledge is another available feature and is used to
               generate an automatic outbound e-mail, which acknowledges the
               receipt of customer e-mail.

          o    E-mail Review
               E-mail Review allows managers to review outbound e-mails before
               they are released. Specified e-mails can be routed to a manager
               (or other designated reviewer) prior to release to your customer.

          Inbound Voice - The Inbound Voice module recognizes dialed number and
          then prioritizes and queues accordingly. When linked to a contact or
          CRM database, the telephone number used to make the inbound call is
          used to automatically "pop" the customer's profile and historical
          information onto the agent's screen. Inbound Voice also delivers
          informational, delay and overflow messages to incoming callers.

          IVR (Interactive Voice Response) - The IVR module provides a customer
          the ability to access real-time information free of live assistance.

          Voice Messaging - When used with the IVR module, a customer can choose
          the option of leaving a message rather than waiting on hold. The
          recorded message (not the customer) then enters the queue to wait for
          the next available agent. Recorded messages are routed to an agent
          just like any other interaction.

          Fax and Faxback - By fully integrating fax capability with other
          customer options, faxes can be queued for agents along with other
          contact media, and used to fill "slow" times between calls, or queued
          along with lower priority calls. The Interaction Manager Fax Module
          provides the following capabilities:


                                    Page 23
<PAGE>

          o    Inbound faxes can be prioritized, queued and routed like voice
               calls.
          o    Outbound faxes can be predefined and selected for response.
          o    Outbound fax back sends faxes automatically in response to IVR
               data input by callers. This self-serve feature reduces agent
               workload and increases availability for personalized service
               interactions.

          Knowledge Manager
          Knowledge Manager maintains a history of all interactions for each
          customer across all media modules. It tracks the path of customer
          interactions as well as agent responses - from initial contact to
          final resolution.

          Stored in the Knowledge Manager database is a record of all customer
          interactions, the response rendered, the resources deployed, and the
          outcome achieved. Agents can drill down through the history of an
          interaction using the familiar tree structure. All data is searchable
          by transaction number, date/time, media type and agent name.

Gateways

The heart of the system is the Interaction Gateway, which is available in two
versions: Web-only or multi-channel. The Interaction Gateway prioritizes, queues
and routes interactions from all sources and to all resources configured within
the system. The Universal Queue allows for consistent handling of customer
interactions across all modules, including Web chat, Web collaboration, Web
callback, e-mail, fax, fax back, phone and IVR. Business rules and workflow
logic can be applied to the range of interactions to direct contact center
management and guide skills-based routing.

Tools

Management tools allow for easy system administration and report generation
across all media. Integration tools provide a bridge to your e-business data
warehouse and business applications.

     Data Manager - The Data Manager application provides a concise view of
     system resource utilization, which displays levels of usage and capacity.
     The ability to back up, archive and restore data are made easy with Data
     Management Wizards and the Microsoft(R) Management Console (MMC).

     Config Builder - Config Builder is an easy-to-use control panel for
     configuring all modules and resources within Interaction Manager. Its
     point-and-click interface allows simple guided management of the entire
     integrated process. It provides an effective means of adjusting system
     function to achieve desired service levels.

     Monitor - The Monitor application is a powerful, automated assistant that
     greatly simplifies these processes. It uses alarms, icons, and color-coded
     indicators to provide instant visual cues about activity status. Managers
     are alerted when the contact center has achieved a pre-determined level of
     activity and are immediately able to adjust and optimize resources in
     real-time. Monitor provides accurate real-time information on all managed
     resources across all interaction types, whether phone or Web-based.
     Managers can determine how personnel are being utilized, compare work and
     idle times, analyze efficiency and much more.

     Reporter - Interaction Manager Reporter is a customizable, Web-based
     reporting tool that allows managers to produce pre-defined or custom
     reports with ease - all through a standard Internet browser.


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     As each interaction enters the system, information such as the interaction
     type, current status, agent name, and customer-entered data are stored in a
     central database. All data - across all media types - is available to
     Reporter for report creation.

     Managers can easily create, categorize, view, print, and export
     mission-critical reports by choosing from several pre-defined reports or by
     creating custom reports using the industry-standard Crystal Reports(TM)
     Designer. Scheduled reports can be set up to run daily, weekly, monthly or
     any other frequency.

Integration Tools

Data Repository - The Interaction Manager Data Repository gathers information
from all activities and processes occurring throughout the operation of the
contact center. Two types of data are stored: operational and analytical.

Integration Toolkit - The Integration Toolkit provides the capability to
integrate Interaction Manager to 3rd party applications to achieve such features
as screen-pops, voice and data call transfer, and CRM integration. A set of
API's provide easy integration between Interaction Manager and third party
communications solutions and business applications

CyberCall Demo Software
The Lightning Rod Software demonstration illustrates the substantial positive
impact on the operation of a contact center employing a multi-channel contact
strategy that uses Universal Queue technology. The business is Cyber-Trekking, a
Time Travel Agency that sells trips into the past or future. Cyber-Trekking has
a Web site that allows customers the ability to receive information about trips
and book them online. Cyber-Trekking has implemented Lightning Rod Software's
Interaction Manager product suite, enabling customers to contact them via Web
chat, Web collaboration, Web callback, e-mail, fax, fax-back, phone and
Interactive Voice Response (IVR).

POWER AGENT SOFTWARE

PowerAgent

The PowerAgent interface is the single window through which your agents view and
control all customer interactions.

     o    Integration Across All Media
          All media interaction types, both phone and Web-based, are viewed
          through the PowerAgent, ensuring ease-of-use for contact center
          agents. An agent can, for example, receive a phone call inquiry from a
          customer and, while conversing, can send an e-mail or fax to the
          customer with supporting information - all through the same screen, at
          the same time.

          For each interaction, the PowerAgent automatically displays a customer
          profile and interaction history for use during the session.

     o    Customizable with External Applications
          The PowerAgent interface is Windows(R)-based and browser-based and is
          customizable to the specific needs of business. Third-party
          applications or internal business applications can be launched
          automatically upon agent acceptance of specified transaction types.

     o    Intuitive Interface
          Easy-to-use buttons, toolbars and pull-down menus allow agents to:


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          o    Accept, decline, or re-queue transactions
          o    View the queue length and activity status of the contact center.
          o    Consult with a colleague for assistance while receiving or making
               a call.
          o    Alternate between, or conference with, the first or third party
          o    Transfer or reassign interactions with attached notepad comments,
               if desired.
          o    Change availability status.
          o    Initiate an outgoing fax, e-mail or voice call.

          Upon closing an interaction, the agent can select from a pre-defined
          list of interaction classifications. This information is useful for
          analysis and reporting by managers for profiling contact center
          interaction volume.


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                                   EXHIBIT B
                      TO THE SUPERCEDING TERM SHEET BETWEEN
                                LRS AND DIALOGIC


ATIO PTY'S TERRITORIES


     o    South Africa

     o    Botswana

     o    Kenya

     o    Namibia

     o    Zimbabwe

     o    Zamia

     o    Tanzania

     o    Mauritius


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