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                                                                    EXHIBIT 10.1




                    NORTEL NETWORKS PREMIUM PARTNER AGREEMENT

This Premium Partner Agreement ("Agreement") is entered into by and between
Nortel Networks Inc., a corporation created and existing under the laws of the
State of Delaware having executive offices at 2221 Lakeside Blvd., Richardson,
Texas ("Nortel Networks"), and XETA TECHNOLOGIES a corporation created and
existing under the laws of the State of Oklahoma having executive offices at
1814 W. Tacoma Street, Tulsa, Oklahoma 74012-1406 (authorized "Premium
Partner"). Premium Partner includes affiliates of Premium Partner initially
agreed to by the parties and listed in Attachment A ("Affiliates of Premium
Partner") and such other affiliates approved by Nortel Networks, in its sole
discretion.

1. SCOPE AND GRANT OF RIGHTS

For authorized Products, Premium Partner is hereby granted a personal,
nontransferable, nonexclusive right to: a) purchase from Nortel Networks or from
Nortel Networks Stocking Distributors Hardware and/or Services for Resale to End
Users within the United States ("Territory"), and b) transfer Software acquired
by Premium Partner from Nortel Networks or from Nortel Networks Stocking
Distributors to End Users within the Territory. Nortel Networks may at its sole
discretion authorize Premium Partner in writing to Resell Hardware and/or
Services or transfer Nortel Networks Software to other authorized resellers
within the Territory (who may then resell the Hardware and/or Services and
transfer the Software to End Users). In order to acquire Products or Services
directly from Nortel Networks, Premium Partner must be approved by Nortel
Networks and agree to the additional terms and conditions set forth in the
Nortel Networks Direct Purchase Supplement. Premium Partner may purchase
authorized Products for its internal use within the Territory. Certain Products
may not be available for resale and authorization to Resell specific Products is
based upon the completion of accreditation/training requirements or such other
requirements as may be specified by Nortel Networks.

2. DEFINITIONS

For the purpose of this Agreement, certain terms have been defined below:

a)   "Distribute," "Distribution," "Resale" or "Resell" means the offer or sale,
     lease, or rent of Hardware and/or Services, or the offer or transfer of a
     license to use Software in accordance with the terms and conditions of this
     Agreement. Distribution shall be conclusively deemed to occur at the
     installation location or locations of the Hardware, Services and Software
     distributed, regardless of other considerations.

b)   "End User(s)" means a person or entity that acquires Products, for its
     internal business use within the Territory, and not for resale.

c)   "Hardware" means a Nortel Networks machine or components.

d)   "Maintenance Services" means those Services, excluding any remedies
     available under the warranty provision, associated with keeping Products
     in, or restoring them to, conformance with published specifications,
     including without limitation Product technical support, software support
     and Hardware repair and replacement.

e)   "Product Catalog" means the then current version of a Nortel Networks
     product catalog containing applicable pricing and ordering information for
     a particular Product or Products.

f)   "Product(s)" means any Hardware, Software or Third Party Vendor Item
     provided under this Agreement, which Premium Partner is authorized by
     Nortel Networks to Resell or to use for its internal purpose.

g)   "Service(s)" means the activities to be undertaken by Nortel Networks
     including but not limited to, engineering, installation, Maintenance
     Services, implementation, design, consulting, business planning, network
     planning and analysis.

h)   "Service Offering" means any Services, including Maintenance Services,
     offered to Premium Partners by Nortel Networks for Resale.

i)   "Software" means machine-readable instructions, its components, data,
     audio-visual content (such as images, text, recordings or pictures) and
     related licensed materials including all whole or partial copies. Software
     is owned or licensed by Nortel Networks, its parent or one of its
     subsidiaries or affiliates, and is copyrighted and licensed, not sold.

j)   "Third Party Vendor Item" includes "Third Party Hardware" and "Third Party
     Software" and means any non-Nortel Networks hardware and/or software
     supplied to Premium Partner under this Agreement.

k)   "Nortel Networks Stocking Distributor" means the entities identified by
     Nortel Networks authorized to resell Nortel Networks Products to other
     Nortel Networks Premium Partners or resellers.

3. TERM

This Agreement is effective on JUN 25, 2003 ("Effective Date"), and shall
terminate on December 31, 2005 ("Term"), unless otherwise terminated in
accordance with this Agreement. Nortel Networks will notify Premium Partner of
its intention to renew the Agreement at least 120 days prior to the end of the
Term.




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4. RELATIONSHIP

4.1 Each party agrees that:

a)   Premium Partner is an independent contractor and this Agreement is
     non-exclusive;

b)   Neither party is a legal partner, representative, employee, franchisee, nor
     agent of the other;

c)   This Agreement does not create a joint venture between the parties or any
     arrangement to agree to a sharing of profits and losses;

d)   Each party is responsible for its own expenses in meeting its obligations
     under this Agreement;

e)   Neither party will create or assume any obligations on behalf of the other
     or make any representations or warranties on behalf of the other, unless
     expressly authorized in writing;

f)   Each party agrees that it has the full power and authority to enter into
     this Agreement and carry out the actions contemplated;

g)   Nortel Networks may discontinue/retire a Product or Service Offering upon
     sixty (60) days written notice;

h)   In the event of any third party claim or defense or prosecution of any
     litigation, including but not limited to the enforcement of Nortel
     Networks' rights in Software, each party shall provide to the other such
     assistance as may be reasonably required;

i)   Nortel Networks does not guarantee the results of any of its marketing
     plans or programs; and

j)   Except for nonpayment, neither party will bring a legal action under this
     Agreement more than two years after the cause of action arose.

4.2 Premium Partner agrees to:

a)   Employ a competent and aggressive sales and technical support organization
     and provide appropriate facilities, tools and equipment to Resell the
     Products;

b)   Install and support the Products as specified by Nortel Networks or as may
     be agreed to by the parties;

c)   Perform or comply with the terms and conditions specified in any Nortel
     Networks discount or promotional program or as may otherwise be specified
     in writing by Nortel Networks;

d)   Meet any specific eligibility requirements that Nortel Networks may
     establish for a designated Product;

e)   Comply with and meet or exceed all applicable industry standards for sales
     and support of the Products Distributed by Premium Partner under this
     Agreement;

f)   Distribute the Products and Services in accordance with the terms and
     conditions of this Agreement and install and maintain the Products in the
     Territory in a manner which will neither damage the quality or
     functionality of the Products nor require extraordinary technical support
     from Nortel Networks;

g)   Be responsible for addressing all warranty issues with its customers and
     for that portion of any warranty which exceeds, whether in time or scope,
     that provided for the applicable Product to Premium Partner by Nortel
     Networks;

h)   Offer to all of its End Users a warranty for each Distributed Product which
     is substantially the same as the warranty extended to Premium Partner by
     Nortel Networks for the same Product;

i)   Be responsible for customer satisfaction for all Premium Partner activities
     with its End Users;

j)   Promptly make available to Nortel Networks, documents that Premium Partner
     is required to maintain under this Agreement (for example, point of sale
     information or executed Nortel Networks Software Licenses when applicable);

k)   Be responsible for sending Premium Partner employees or subcontractor
     employees to required training and, if applicable, paying for such
     training;

l)   Provide a rolling, non-binding forecast of Product orders from time to time
     as requested by Nortel Networks;

m)   Require each affiliate to agree in writing to be bound by all of the
     provisions of this Agreement and further agrees to accept responsibility
     for and guarantee the performance of its affiliates' obligations; and

n)   Not engage in any gray market sales or purchase activity in any manner
     whatsoever.

4.3 Nortel Networks agrees to:

a)   Provide certain marketing and promotional support to Premium Partner;

b)   Provide certain administrative support to Premium Partner;

c)   Make available various forms of training to Premium Partner, either through
     Nortel Networks or such parties as may be identified by Nortel Networks, on
     such terms and conditions as Nortel Networks may specify in technical
     training catalogs or other appropriate forms of written notice to Premium
     Partner;

d)   Provide Premium Partner, without charge, online access to technical
     documentation;

e)   Provide other programs of support to Premium Partners or End Users, as may
     be available from time to time, subject to applicable terms and conditions;
     and

f)   Provide additional hardware, software or services ("Standard Price Items")
     as Nortel Networks may determine in its sole discretion under terms and
     conditions and processes as may be specified by Nortel Networks (for
     example, automated pricing tools, product configurators, etc.) to further
     support the purposes of this Agreement. A Standard Price Item shall not be
     Distributed, is not eligible for any Premium Partner discount and does not
     count toward the satisfaction of any purchase or volume commitment by
     Premium Partner. Nortel Networks may discontinue, withdraw or modify the
     terms and conditions, including price, under which any Standard Price Items
     are offered, at any time.




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5. TRADEMARKS AND ADVERTISING

Premium Partner is permitted to use trademarks as may be specifically approved
by Nortel Networks at Nortel Networks' sole discretion ("Trademarks"), in
support of the sale of the Products as contemplated under this Agreement, only
in the geographic Territory authorized under this Agreement, only in association
with the Products and Services Premium Partner is approved to market and
Distribute, only in accordance with the guidelines provided by Nortel Networks,
and in such a manner as not to jeopardize the validity of the Trademarks or to
damage or detract from Nortel Networks' goodwill or interest in the Trademarks.
Premium Partner shall not use the Trademarks in association with any other
trademark so as to create a composite mark of any kind. Premium Partner shall
submit to Nortel Networks for prior approval all advertising and other material
on which the Trademarks appear or are intended to be used. Premium Partner shall
send to Nortel Networks a soft copy of completed material, along with a
description of the proposed use and placement, a minimum of two (2) business
days prior to the intended date of production. Nortel Networks reserves the
right to withhold any such approval at its sole discretion and any such approval
by Nortel Networks does not constitute an endorsement or approval of the
advertisement's content. Premium Partner agrees that the Trademarks will not be
modified in any way and further agrees to promptly modify any advertising or
promotional materials that do not comply with Nortel Networks' guidelines. Any
complaints regarding the use of any Trademark shall be promptly forwarded to
Nortel Networks. Premium Partner's right to use the Trademarks shall end when
this Agreement ends. Premium Partner acknowledges that the Trademarks and all
goodwill associated therewith are, and shall remain, the sole property of Nortel
Networks.

6. RIGHT TO ENSURE SERVICE AND END USER SUPPORT

In response to a documented complaint from an End User alleging that Premium
Partner has failed to comply with applicable service standards and response
standards as specified in this Agreement, Nortel Networks may elect to provide
the required Services directly or through such contractor(s) as Nortel Networks
may reasonably choose in order to protect Nortel Networks' business
reputation/interests. Premium Partner agrees that it shall have no claim as a
result of actions taken by Nortel Networks in accordance with this provision.
Nortel Networks shall provide Premium Partner twenty-four (24) hours notice
prior to taking any corrective action, except in circumstances requiring
immediate action. Except to the extent that Nortel Networks is reimbursed by the
End User, provisions of such Services by Nortel Networks shall be at Premium
Partner's expense. In addition, in the event Premium Partner requests and Nortel
Networks agrees to provide pre-sale or post-sale support directly to an End
User, Premium Partner agrees to indemnify and hold Nortel Networks harmless from
any claims, demands or damages as a result of such activity. Upon request,
Nortel Networks may provide individual technical or sales personnel to attend
bidders' conferences, make End User calls, or provide similar on-site support.
All such support is limited to explaining to End Users the technical and/or
operational details of Nortel Networks' Products. Nortel Networks reserves the
right to charge Premium Partner for such assistance.

7. RECORD KEEPING AND REPORTING

Premium Partner shall maintain true and accurate records, in accordance with
generally accepted accounting principles and industry standards, of all Products
Distributed by Premium Partner. By the tenth day of each month, Premium Partner
shall prepare and forward to Nortel Networks reports reasonably required by
Nortel Networks, including, but not limited to, a point of sale report in
accordance with Nortel Networks' requirements. The point of sale report shall at
a minimum specify Premium Partner's end of month Product inventory, Product
sales by End User name and address, Nortel Networks product code, quantity and
sale date. In addition, Premium Partner shall track all Hardware by serial
number and End User and maintain copies of all Nortel Networks Software Licenses
executed by each End User to which Software is licensed. Upon request, Premium
Partner shall provide Nortel Networks with the End User name, the location of
any such Hardware or Software and any applicable serial numbers. Nortel Networks
and any of Nortel Networks' suppliers shall have a right, upon reasonable
notice, to examine all such records.

8. SUBCONTRACTING TO THIRD PARTIES

Premium Partner's obligations for installation, warranty, and post-warranty
support under this Agreement may be subcontracted only to Nortel Networks, other
Nortel Networks Premium Partners authorized to provide such support, or other
third parties (for example, Supplemental Service Contract Providers) as approved
by Nortel Networks in writing. Premium Partner remains responsible for all
obligations performed by its subcontractors.

9. SALES AGENT AUTHORIZATION

In its sole discretion, Nortel Networks may approve Premium Partner's use of a
sales agent(s) for the purpose of selling Products within the scope of the
Premium Partner's Product authorization ("Sales Agent"). For the Products listed
as authorized products in Attachment D ("Sales Agent Authorization"), Sales
Agents shall be used by Premium Partner in accordance with the Nortel Networks
guidelines set forth in Attachment D and Premium Partner agrees to indemnify,
defend and hold Nortel Networks harmless from any claims, suits or proceedings,
damages, liabilities, and costs (including, without limitation, reasonable
attorneys' fees) which are attributable to any act or omission of a Sales Agent.
Nortel Networks reserves the right to require Premium Partner to terminate its
relationship with a Sales Agent upon written notice.




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10. ENGINEERING CHANGES

Premium Partner agrees to permit Nortel Networks to install any mandatory
engineering changes such as retrofits designed to correct electrical or
mechanical conditions rendering the Product functionally inoperable and
creating, in Nortel Networks' determination, a significant safety hazard ("Class
A Corrective Retrofit") on all Products in Premium Partner's inventory and to
use best efforts to enable Nortel Networks to install such engineering changes
on Premium Partner's End Users' Products. Class A Corrective Retrofits shall be
installed at Nortel Networks' expense and any removed property shall become
Nortel Networks' property. Alternatively, Nortel Networks may provide Premium
Partner, either directly or through Nortel Networks Stocking Distributors, with
the parts (at no charge) and instructions to do the installation and reimburse
Premium Partner for labor as specified and agreed. Nortel Networks may make
available to Premium Partner other engineering changes ("Class B Corrective
Retrofits") on such terms as may be specified by Nortel Networks.

11. SOFTWARE LICENSES

Nortel Networks grants Premium Partner a limited, nonexclusive, nontransferable
license to use the Software internally and Distribute the Software in the
Territory in accordance with the terms of this Agreement and the Nortel Networks
Software License as set forth in Attachment B ("Nortel Networks Software
License"). Software may be licensed for use only with designated Products
Distributed by Premium Partner or other specified equipment and the right to use
the Software may be limited to a specified activation or usage level. For
Software requiring an executed license, Premium Partner agrees to obtain a
signed Nortel Networks Software License as set forth in Attachment B before such
Software is provided to the End User. With respect to Third Party Software and
Software licensed under any Nortel Networks or third party "shrink wrap" or
"click" licenses, Premium Partner agrees that such licenses shall govern the use
of such Software and Premium Partner shall obtain agreement that End Users
comply with such licenses. Upon termination of this Agreement for any reason,
Premium Partner's right to Distribute the Software shall terminate, and Premium
Partner agrees to return all remaining Software in its inventory to Nortel
Networks. Nortel Networks expressly reserves the right to modify its license
agreements, and any modification shall apply to all Software transactions
occurring after the effective date of any such modification.

12. LIMITED WARRANTY AND SUPPORT

For Products purchased directly from Nortel Networks, Nortel Networks provides a
limited warranty as set forth in the Nortel Networks Direct Purchase Supplement.
Products purchased by Premium Partner from Nortel Networks Stocking Distributors
are warranted through Nortel Networks Stocking Distributors, who are responsible
for managing and resolving any Premium Partner warranty claims.

Life Cycle Support shall be provided as described in the Product Catalog. Nortel
Networks will not modify Life Cycle Support for any given Product more than once
annually and without at least 90 day advance notice during the Term.

13. CONFIDENTIAL INFORMATION

a)   Confidential Information ("Information") means i) Software, Third Party
     Software and any information identified as confidential at the time of
     disclosure or information which the receiving party knows or has reason to
     know is confidential, e.g. Product pricing and discounts; and ii) all
     business, technical, marketing and financial information and data that is
     clearly marked with a restrictive legend of the disclosing party
     ("Discloser"), including but not limited to, sales leads, customer prospect
     information, business plans or market intelligence provided by Nortel
     Networks.

b)   The party receiving Information ("Recipient") will use the same care and
     discretion, but not less than reasonable care, to avoid disclosure,
     publication or dissemination of Information as it uses with its own similar
     information that it does not wish to disclose, publish or disseminate. The
     Recipient may disclose Information only to i) its employees and employees
     of its parent, subsidiary or affiliated companies and subcontractors who
     have a need to know for purposes of carrying out this Agreement; and ii)
     any other party with the Discloser's prior written consent. Before
     disclosure to any of the above parties, the Recipient will have a written
     agreement with such party sufficient to require that party to treat
     Information in accordance with this Agreement.

c)   The Recipient may disclose Information to the extent required by law.
     However, the Recipient must give the Discloser prompt notice and make a
     reasonable effort to obtain a protective order.

d)   No obligation of confidentiality applies to any Information that the
     Recipient i) already possesses without obligation of confidentiality; ii)
     develops independently; or iii) rightfully receives without obligations of
     confidentiality from a third party. No obligation of confidentiality
     applies to any Information that is, or becomes, publicly available without
     breach of this Agreement.

e)   With the exception of Software and Third Party Software, Information
     continues to be subject to this Agreement for five (5) years following the
     earlier of the termination or expiration of this Agreement.

14. LIMITATION OF LIABILITY

In no event shall Nortel Networks or its agents or suppliers be liable to
Premium Partner for more than the amount of any actual direct damages up to the
greater of U.S. $100,000 (or equivalent in local currency) or the charges for
the Products or Services that are the subject of the claim, regardless of the
cause and whether arising in contract, tort (including negligence) or otherwise.
This limitation will not apply to a) claims for damages for bodily injury
(including death) and damage to real property and




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tangible personal property for which Nortel Networks is legally liable and b)
payments as set forth in Section 15 Patents and Copyrights. IN NO EVENT SHALL
NORTEL NETWORKS OR ITS AGENTS OR SUPPLIERS BE LIABLE FOR ANY OF THE FOLLOWING:
a) DAMAGES BASED ON ANY THIRD PARTY CLAIM EXCEPT AS EXPRESSLY PROVIDED HEREIN
AND IN SECTION 15; b) LOSS OF, OR DAMAGE TO, PREMIUM PARTNER'S OR PREMIUM
PARTNER'S END USERS' RECORDS, FILES OR DATA; OR c) INDIRECT, SPECIAL,
INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS OR
SAVINGS), EVEN IF NORTEL NETWORKS IS INFORMED OF THEIR POSSIBILITY.

In addition to damages for which Premium Partner is liable under the law and the
terms of this Agreement, Premium Partner agrees to indemnify Nortel Networks for
claims made against Nortel Networks by others (particularly regarding
statements, representations and warranties not authorized by Nortel Networks, or
Premium Partner's use of third party trademarks) arising out of Premium
Partner's conduct in connection with this Agreement.

15. PATENTS AND COPYRIGHTS

If a third party claims that Nortel Networks Hardware or Software purchased by
Premium Partner, either directly from Nortel Networks or from Nortel Networks
Stocking Distributors, infringes upon that party's patent or copyright, Nortel
Networks will defend Premium Partner against that claim at Nortel Networks'
expense and pay all costs and damages that a court finally awards or are agreed
upon in settlement, provided that Premium Partner a) promptly notifies Nortel
Networks in writing of the claim and b) allows Nortel Networks to control, and
cooperates with Nortel Networks in the defense and any related settlement
negotiations. If such a claim is made or appears likely to be made, Nortel
Networks agrees to secure the right for Premium Partner or Premium Partner's End
User to continue to use the Hardware or Software, or to modify it, or to replace
it with one that is equivalent. If Nortel Networks determines that none of these
alternatives is reasonably available, Premium Partner agrees to return the
Hardware or Software and/or require that Premium Partner's End User return the
Hardware and Software to Nortel Networks on Nortel Networks' written request.
Nortel Networks will then give Premium Partner a credit equal to Premium
Partner's or Premium Partner's End User's net book value as determined by
generally-accepted accounting principles for the Hardware or Software. Any such
claims against Premium Partner or liability for infringement arising from use of
the Hardware or Software following a request for return by Nortel Networks are
the sole responsibility of Premium Partner. This represents Nortel Networks'
entire obligation to Premium Partner regarding any claim of infringement. Nortel
Networks has no obligation regarding any claim based on any of the following: a)
anything Premium Partner provides which is incorporated into the Hardware or
Software; b) functionality provided by Nortel Networks at the instruction of
Premium Partner; c) the amount of revenues or profits earned or other value
obtained by the use of the Hardware or Software by Premium Partner or End User;
d) the lost revenues or profits of third parties arising from Premium Partner's
or End User's use of the Hardware or Software; e) Premium Partner's or End
User's modification of Hardware or Software; f) the combination, operation, or
use of Hardware or Software with other products not provided by Nortel Networks
as a system, or the combination, operation, or use of Hardware or Software with
any product, data, or apparatus that Nortel Networks did not provide; or g)
Premium Partner's failure to install or have installed changes, revisions,
updates as instructed by Nortel Networks; or h) infringement by a Third Party
Vendor Item alone, as opposed to its combination with Products Nortel Networks
provides to Premium Partner as a system.

16. TERMINATION

Regardless of the Term in effect, Nortel Networks or Premium Partner may
terminate this Agreement, without cause, on 60 days written notice or such
longer period as required under applicable law. If either party breaches a
material term of this Agreement, the other party may terminate the Agreement on
written notice. Examples of such material breach by Premium Partner include
failure to meet any accreditation and training requirements; failure to comply
with Premium Partner's obligations regarding Software as set forth in this
Agreement; resale, installation and maintenance of Products outside Premium
Partner's approved Territory; repudiation of this Agreement by Premium Partner;
or if Premium Partner makes material misrepresentations to Nortel Networks.
Premium Partner agrees that Nortel Networks' sole obligation is to provide the
notice set forth in this Section 16 and Nortel Networks is not liable for any
claims or losses in the event notice is provided. Prior to any such termination,
Nortel Networks may, at its discretion, provide Premium Partner a reasonable
opportunity to correct such breach. If Premium Partner fails to correct such
breach within such time period, the Agreement will terminate on the date
specified in the notice.

In addition, Nortel Networks may terminate this Agreement for material breach in
the event Premium Partner becomes insolvent or makes a general assignment for
the benefit of creditors; is unable to pay its debts as they come due; transfers
or assigns or attempts to transfer or assign any of its rights under this
Agreement other than as expressly permitted; offers or provides any inducements
in violation of law or Nortel Networks' policies in connection with this
Agreement; or experiences a change of control, which, for the purposes of this
provision, shall be defined as the legal, beneficial or equitable ownership,
directly or indirectly, of fifty percent (50%) or more of the capital stock (or
other ownership interest if not a corporation) of such entity ordinarily having
voting rights or the management control over Premium Partner.




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Upon termination or expiration of this Agreement, all rights and licenses to
Distribute Products and to use Trademarks shall cease and Nortel Networks is
under no obligation to purchase any remaining Premium Partner inventory. In the
event of termination for material breach, Nortel Networks is under no obligation
to provide to Premium Partner any post termination support. At Nortel Networks'
sole discretion, upon termination Premium Partner agrees to pay for or return
any Products for which payment has not yet been made in full and/or permit
Nortel Networks to acquire any Products that are in Premium Partner's possession
at the net price paid, less any applicable credits. Any Products agreed to be
returned must be unopened and undamaged and in Premium Partner's inventory on
the date of termination. Nortel Networks reserves the right to reject any such
Products and Premium Partner agrees to pay all applicable shipping charges. If
Nortel Networks agrees to permit Premium Partner to continue certain activities
after this Agreement ends, Premium Partner agrees to do so under the terms of
this Agreement. At the end of this Agreement, both parties agree to promptly
settle any accounts and Nortel Networks reserves the right to setoff amounts
otherwise due Nortel Networks under this Agreement.

17. NOTICES

All notices, requests, demands, and determinations under this Agreement (other
than routine operational communications) shall be in writing and shall be
effective upon the earlier of a) receipt if delivered by hand, b) on the
delivery date if delivered by electronic mail, c) one (1) business day after
being given to an express, overnight courier with a reliable system for tracking
delivery, d) when sent by confirmed facsimile with a copy delivered by another
means specified in this Section 17, or e) four (4) business days after the day
of mailing, when mailed by United States mail, registered or certified mail,
return receipt requested, postage prepaid, and addressed as follows:

         ADDRESS FOR NORTEL NETWORKS:

                  NORTEL NETWORKS INC.
                  Contracts/Distribution Management M/S:  991/04/B30
                  2221 Lakeside Blvd.
                  Richardson, TX   75082
                  Attn.:  David E. Calkins
                  Title:  Distribution Management & Contracts

         ADDRESS FOR PREMIUM PARTNER:

                  XETA Technologies
                  1814 W. Tacoma Street
                  Tulsa, OK 74012-1406
                  Attn.:  Larry Patterson

                  Title:  SR. Vice President, Sales and Services
                  Email:  LARRY.PATTETSON@XETA.COM (handwritten)

Either party may change its address or designee for notification purposes by
giving the other prior written notice of the new address or designee and the
date upon which it will become effective.

18. INSURANCE

Both Nortel Networks and Premium Partner shall maintain, during the term of this
Agreement, all insurance and/or bonds required by any applicable law, including
but not limited to: a) workers' compensation insurance as prescribed by the laws
of all states in which work pursuant to this Agreement is performed; b)
employer's liability insurance with limits of at least $5,000,000 per
occurrence; and c) comprehensive general liability insurance (including products
liability coverage, contractual liability, advertising liability, and
comprehensive automobile liability coverage) with each coverage having limits of
at least $5,000,000 per occurrence. Either party shall furnish certificates or
other adequate proof of such insurance to the other upon written request. Proof
of a program of self-insurance acceptable to the requesting party (which
acceptance shall not be unreasonably withheld) shall satisfy any such request.
Both Nortel Networks and Premium Partner shall require any subcontractors and
Sales Agents involved with the performance of work pursuant to this Agreement,
to agree to maintain insurance coverage and to furnish certificates or other
adequate proof thereof to both Nortel Networks and Premium Partner upon written
request.

19. GENERAL

a)   Nortel Networks and Premium Partner shall comply with all applicable
     federal, state and local laws and regulations regarding the general conduct
     of business.

b)   Neither party shall be responsible for delays or failures in performance of
     this Agreement resulting from acts or occurrences beyond the reasonable
     control of such party. In the event that any such force majeure shall
     continue for more than thirty (30) days, then the parties shall enter into
     good faith negotiations directed toward a mutually acceptable resolution of
     outstanding obligations.




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c)   Each party represents to the other that it has not offered or given, and
     will not offer or give, to any employee of the other, any gratuity with a
     view toward securing any business from the other or toward influencing such
     person with respect to the terms, conditions or performance of this
     Agreement. The foregoing provision shall not apply to any publicly
     announced Nortel Networks sales incentive plan in which Premium Partner may
     allow its employees to participate.

d)   Premium Partner may not assign any rights or delegate any duties arising
     out of this Agreement without the prior written consent of Nortel Networks.
     Any such attempted assignment and/or delegation shall be void.

e)   In the event that any provision of this Agreement or portions thereof are
     held to be invalid or unenforceable, the remainder of this Agreement will
     remain in full force and effect.

f)   Section headings contained in this Agreement are inserted for convenience
     only and shall not be considered to affect the meaning of the provisions of
     the body of the Agreement.

g)   No failure to enforce any provision, assert any right, or insist on
     performance of any obligation under this Agreement in any instance, shall
     be deemed a waiver of the ability to enforce such provision, assert such
     right, or insist on the performance of such obligation in the future.
     Except as stated herein, this Agreement may be amended only by a formal
     written amendment signed by a duly authorized representative of both
     parties, and any oral amendment shall be deemed void.

h)   Any provision, including but not limited to Section 11, Software Licenses,
     which contemplates performance or observance subsequent to the termination
     or expiration of this Agreement, shall survive any such termination or
     expiration and continue in full force and effect.

i)   Premium Partner agrees to comply with all applicable export and import laws
     and regulations of the United States. This Agreement shall be construed
     under, and enforced in accordance with, the laws of the State of New York
     (with the exception of such laws governing conflict of law questions).

j)   Nortel Networks reserves the right to change pricing practices, policies,
     and programs for the Products and Services at any time.

k)   Premium Partner's authorization specifically excludes the right to resell
     Nortel Networks Products to the United States Government under the General
     Services Administrations Federal Supply Schedule Program. Nortel Networks
     Reserves the exclusive right to sell Products to the United States
     Government under this contract vehicle. Premium Partner may become an agent
     for Nortel Networks under Nortel Networks' GSA IT Schedule 70.

20. ENTIRE AGREEMENT

This Agreement, including the Nortel Networks Direct Purchase Supplement (if
executed by the Parties) and the Attachments set forth below, constitutes the
entire agreement between the parties with respect to the contemplated
relationship and supersedes all previous negotiations, proposals, commitments,
writings, agreements, understandings of any nature whatsoever and any terms
contained in any purchase order.

              Attachment A:   Affiliates of Premium Partner

              Attachment B:   Software License

              Attachment C:   Nortel Networks Services

              Attachment D:   Sales Agent Authorization

              Attachment E:   Minimum Service Standards

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their respective duly authorized representatives.

NORTEL NETWORKS INC.                    XETA TECHNOLOGIES

By:      /s/ David E. Calkins           By:      /s/ Jack R. Ingram
       ------------------------                -------------------------------

Name:    David E. Calkins               Name:    Jack R. Ingram
       ------------------------                -------------------------------
         Dir., Distribution
Title:   Management & Contracts         Title:   CEO
       ------------------------

Date:    6/25/03                        Date:    6-23-03
       ------------------------                -------------------------------
                                        Federal Tax I.D. Number:   731130045
                                                                 -------------




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