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**Exhibit 10.18**

** **

**AMENDMENT#3**

**TO THE FIRST AMENDED AND RESTATED**

**SOFTWAREDISTRIBUTION LICENSE AGREEMENT**

** **

This AMENDMENT #3(“Amendment”) to the Software Distribution License Agreement between MicrosoftCorporation (“Microsoft) and Ezenia! Inc. (“Company”), effective January 1st2005 (“Agreement’) is made and entered into as of January l, 2007 (the“Amendment Effective Date”).

 

**RECITALS**

** **

WHEREAS, the parties wishto reinstate the Agreement and extend the Term until December 31, 2008; and

 

WHEREAS, the parties wishto apply new royalty payment amounts and schedules to the state Extension Term.

 

**AGREEMENT**

** **

**NOW, THEREFORE,**in consideration of the mutual promises herein and for good and valuableconsideration, the receipt and sufficiency of which is hereby acknowledged, theparties agree as follows:

 

1. Extension of theAgreement’s Term. The parties agree to extend the Term of the Agreement toexpire on December 31, 2008. For the purposes of this Amendment the periodcommencing on January 1, 2007 and terminating on December 31, 2008 shall bereferred to as the “Extension Term,”

 

2. Section 6.1,1 ishereby added to the Agreement as follows:

 

**6.1.1Minimum Royalty Payment During Extension Term.** During theExtension Term, beginning January 1, 2007 and expiring on December 31, 2008,Company agrees to pay Microsoft a cumulative minimum of Four Million NineHundred Fifty Thousand US Dollars ($4,950,000.00) (“Extension Term MinimumLicense Fee Payment”). During each period of the Extension Term, Company agreesto pay Actual License Fees as set forth below:

 

|   | January 1 - June 30,  2007 |   | =      |   | $      | 500,000.00   |   |
|--------|----------------------------|--------|--------|--------|--------|--------------|--------|
|   | July 1 - December, 2007    |   | =      |   | $      | 1,200,000.00 |   |
|   | TOTAL CY 2007              |   | =      |   | $      | 1,700,000.00 |   |
|   |                       |   |   |   |   |         |
|   | January 1 - June 30,  2008 |   | =      |   | $      | 1,000,000.00 |   |
|   | July 1 - December, 2008    |   | =      |   | $      | 1,750,000.00 |   |
|   | TOTAL CY 2008              |   | =      |   | $      | 2,750,000.00 |   |

 

 

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Any Actual License Feesabove the minimum commitment for a given period will count towards theExtension Term Minimum License Fee Payment.

 

If at the end of CY2008(December 31, 2008) the cumulative Actual License Fees for CY2007 and CY2008 isless than the Extension Term Minimum License Fee Payment, Company will, noLater than thirty (30) days after the expiration of the Extension Term, payMicrosoft the remaining balance owed or $500,000.00 USD, whichever is thelesser amount.

 

**IN WITNESS WHEREO**F,the parties have executed and delivered this Amendment effective as of the datefirst set forth above.

 

 
| **MICROSOFT CORPORATION** | ** **    | **EZENIA! INC** |
|---------------------------|---------------|-----------------|
| ** **                | ** **    | ** **      | ** ** | ** ** |
| By:                       | /s/ Kim Akers |            | By: | /s/ Roger Tuttle |
| Name:                     | Kim Akers     |            | Name: | Roger Tuttle |
| Title:                    | COM           |            | Title: | CFO |
| Date:                     | 5/7/07        |            | Date: | 4/20/07 |

 

 

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