EX-10.32



 EXHIBIT 10.32 

[***] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS
DOCUMENT, MARKED BY BRACKETS, IS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

 FOURTH AMENDMENT TO 

AVAYA INC. RESELLER MASTER TERMS AND CONDITIONS 

BY AND BETWEEN 
 AVAYA
INC. AND NORTH AMERICAN COMMUNICATIONS RESOURCE, INC. 
 THIS FOURTH AMENDMENT (“Fourth Amendment”) is entered into on this
7th day of March, 2007 by and between AVAYA INC. (“AVAYA”), a Delaware corporation, with offices at 211 Mount Airy Road, Basking Ridge, NJ 07920 and NORTH AMERICAN COMMUNICATIONS RESOURCE, INC. (“NACR”), a Minnesota corporation,
with offices at 3344 Highway 149, Eagan, MN 55121. AVAYA and NACR are each a “Party” to this Fourth Amendment and may collectively be referred to herein as the “Parties.” 

W I T N E S S E T H: 

WHEREAS, NACR is an AVAYA-authorized reseller of the AVAYA family of telecommunications products and services pursuant to that certain
Reseller Master Terms and Conditions entered into by and between AVAYA and NACR on or about July 03, 2002 (the “Reseller Agreement”); and 

WHEREAS, AVAYA provides certain indemnities to NACR under the terms of the Reseller Agreement, including a limited indemnity against
infringement (the “Infringement Indemnity”); 
 WHEREAS, the Parties executed a First Amendment to the Reseller Agreement dated
August 11, 2003 (“First Amendment”); and 
 WHEREAS, the Parties executed a Second Amendment to the Reseller Agreement dated
October 28, 2004 (“Second Amendment”); and 
 WHEREAS, the Parties executed a Third Amendment to the Reseller Agreement dated
November 3, 2004 (“Third Amendment”); and 
 WHEREAS, the Parties now seek to again amend the Reseller Agreement to include
an amendment to the Infringement Indemnity with AVAYA, to be relied upon by NACR in conjunction with a transaction with [***] 







 NOW, THEREFORE, in consideration of the premises and the mutual promises herein contained, the
Parties agree as follows: 
 IT IS AGREED: 

1.) This Fourth Amendment shall both supplement and amend and shall constitute a part and condition, together with any exhibits or schedules
attached hereto, of the Reseller Agreement dated July 03, 2002 by and between AVAYA and NACR, and the terms hereof will for all purposes be deemed incorporated into the Reseller Agreement. All capitalized terms, unless otherwise indicated, will have
the meanings attributed to them in the Reseller Agreement. 
 2.) Insert the following language at the end of the language under
“[***]” of the Third Amendment: 
 “Avaya agrees to [***] in the [***] that they are [***].” 

3.) This Fourth Amendment shall apply on only a one (1)-time basis for Products that NACR provides to [***] under NACR Sales Agreement No.
[***]. 
 4.) All other terms and conditions of the Reseller Agreement, including the terms and provisions of the First Amendment, the Second
Amendment, and the Third Amendment shall remain in full force and effect. 
 IN WITNESS WHEREOF, the Parties hereto have executed this
Fourth Amendment to the Reseller Agreement as of the day and year first above written. 
  

									
	AVAYA INC.
	 		 	 NORTH AMERICAN COMMUNICATIONS

    RESOURCE, INC.

					
	By:	 	 /s/ Teri Caraffa
	 		 	By:	 	 /s/ Thomas M. Roles

	Name:	 	Teri Caraffa	 		 		 	THOMAS M. ROLES
	Title:	 	 Contract Negotiator
 03-20-07
	 		 	Title:	 	President/CEO