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                                                                    EXHIBIT 10.9

                                   Form of Dealer Agreement between eOn and CSPR



                          MILLENNIUM PARTNER AGREEMENT



This Agreement is entered into as of the____ day of ______, 2002 (the "Effective
Date") between eOn Communications Corporation, having a place of business at
4105 Royal Drive NW, Kennesaw, Georgia, 30144 ("eOn") and
_______________________________________________, a__________________
corporation, having its principal office located
at____________________________________ ("Millennium Partner").

Whereas eOn is engaged in the sale of telecommunications and customer
interaction management systems and software and wishes to appoint Millennium
Partner as an authorized organization for the sale and support of certain eOn
products within a specified geographical territory; and

Whereas Millennium Partner represents that, it is skilled and experienced at
marketing, selling, servicing and supporting products of the type for which it
is to be appointed as a Millennium Partner by eOn.

Now, therefore, in consideration of the premises and the mutual obligations
herein undertaken, the parties hereto, intending to be legally bound, agree as
follows:

I.       DEFINITIONS.

         As used in this Agreement, the following terms shall have the stated
meanings:

         A.       "Agreement" means this Millennium Partner Agreement, including
                  all Exhibits, referenced documents (if any) and any amendments
                  entered into by the parties by mutual written agreement.

         B.       "Price List" means eOn's Authorized Millennium Partner List
                  Price (as amended from time to time by eOn at its discretion)
                  in effect at the time each Millennium Partner order for
                  Products is accepted by eOn in accordance with the terms of
                  this Agreement.

         C.       "Point of Distribution eOn" means eOn's distribution facility
                  in the United States.

         D.       `Products" refer to the eOn Hardware and Software products
                  sold and/or licensed under this Agreement (as may be amended
                  from time to time by eOn at its discretion). The listing of
                  Products, which is current as of the date of execution of this
                  Agreement, is attached as Exhibit A, incorporated herein by
                  this reference, as amended from time to time by eOn.

         E.       "Qualifying Purchase" means the procurement of Products by
                  Millennium Partner for distribution by sale or (as applicable)
                  license in the Territory where (i) the Products were actually
                  delivered during the specified measurement period, or (ii) the
                  Products were not delivered but standard Purchase Orders (e.g.
                  Purchase Orders containing no terms in conflict with the terms
                  of this Agreement and requesting normal quantities and
                  delivery dates) were submitted to eOn at least thirty (30)
                  days prior to the requested delivery date and the requested
                  delivery date was within the specified measurement period.
                  Purchases by Millennium Partner of training literature,
                  documentation, support and similar items from eOn pursuant to


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                  this Agreement also shall constitute Qualifying Purchases. The
                  amount of any Qualifying Purchase shall be determined by
                  utilizing the actual prices paid or payable by Millennium
                  Partner for the Products.

         F.       "Software" means the operating system computer programs and
                  related documentation supplied by eOn (whether developed by
                  eOn or acquired or licensed from third parties) under this
                  Agreement, whether delivered electronically or via magnetic
                  tape, floppy disk, hard disk, EPROM, semiconductor device or
                  other memory device, or system memory, including hardwired
                  logic instructions, microcode, and documentation used to
                  describe, maintain and use the programs. Any reference herein
                  to the "sale" by eOn or "purchase" by Millennium Partner or an
                  end-user of Software shall be deemed to mean the licensing of
                  such Software under eOn's standard license terms.

         G.       "Hardware" means the computer equipment and peripherals
                  supplied by eOn to Millennium Partner under this Agreement

         H.       "Territory" means the geographic locations defined in Exhibit
                  B, in which Millennium Partner is authorized to sell and
                  install the Products.

         I.       "End User" means a customer of Millennium Partner for the
                  license of Products in the Territory in accordance with this
                  Agreement.

         J.       "Change in Ownership" means sale or transfer of more than
                  twenty-five percent (25%) of the equity and/or the voting
                  control of Millennium Partner.

         K.       "Defaulting Party" means a party to this Agreement which fails
                  to fully perform any obligation to be performed by it
                  hereunder.

         L.       "Purchase Order"" means a written order delivered by
                  Millennium Partner to eOn conforming with the requirements
                  hereof.

         M.       "Trademarks" means all trademarks, trade names and service
                  marks owned by eOn at any time while this Agreement is in
                  effect.

         N.       "Program Year" means the twelve (12) month period beginning
                  August 1 through July 31.

II.      APPOINTMENT.

         A.       eOn hereby appoints Millennium Partner and Millennium Partner
                  accepts a non-exclusive appointment to sell Products to
                  End-Users and provide support for such Products installed and
                  used in the Territory. Millennium Partner shall not market or
                  distribute the Products for installation outside the Territory
                  without eOn's prior written consent. Millennium Partner shall
                  defend, indemnify and hold eOn harmless from any claim, loss,
                  cost, damage or liability, including attorneys' fees, which
                  results from the unauthorized sale, license or installation of
                  the Products outside of the Territory by Millennium Partner.
                  eOn shall have no obligation to provide support of any kind to
                  Millennium Partner with respect to Products distributed by
                  Millennium Partner for installation outside of the Territory
                  in violation of the terms of this Agreement.

         B.       eOn is entering into this Agreement for the specific purpose
                  of facilitating the sale of and providing support for the
                  Products to end users. Millennium Partner agrees to promote,
                  offer to license and/or sell the Products only to end users
                  and not to third parties for resale by such third parties,
                  except with eOn's prior written consent.

         C.       Millennium Partner agrees to (i) license and pay for the
                  Products in accordance with the terms and conditions of this
                  Agreement, (ii) use appropriate efforts to solicit orders for,
                  promote and license the Products for installation in the
                  Territory, (iii) render to its customers high quality service
                  and support, and


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                  (iv) provide to such customers the information and assistance
                  they require to make proper and effective use of the Products.

         D.       eOn agrees to provide the Products and related support
                  services in accordance with the terms and conditions of this
                  Agreement. eOn reserves the right, upon ninety (90) days prior
                  written notice to Millennium Partner, to cease manufacturing
                  or distributing any or all Products and, without prior notice,
                  to alter or change the design, construction or functionality
                  of the Products. In the event, eOn ceases to manufacture or
                  distribute Products, any orders that were accepted by eOn
                  prior to the ninety-first (91) day of such notice of cessation
                  will be filled in accordance with the terms of the accepted
                  orders.

         E.       While this Agreement is in effect and at all times thereafter,
                  eOn shall have the unrestricted right at its sole discretion
                  to sell and/or license Products in the Territory directly and
                  indirectly and to appoint other Millennium Partners in the
                  Territory.

III.     TERM AND TERMINATION.

         A.       The term of this Agreement shall commence on the Effective
                  Date and continue for two (2) years thereafter, unless earlier
                  terminated as provided herein.

         B.       This Agreement may be terminated at any time by mutual,
                  written agreement of the parties. Termination of this
                  Agreement other than by mutual agreement shall be in
                  accordance with the provisions of one or more of the following
                  Subsections:

                  1.       If either party fails to comply with any provision of
                           this Agreement or fails to perform any obligation
                           under this Agreement, the other party may notify the
                           Defaulting Party in writing of the default and the
                           Defaulting Party shall have a period of thirty (30)
                           days from receipt of notice to cure the default. If,
                           at the end of said thirty (30) day period the
                           Defaulting Party has not cured the default, the other
                           party may immediately terminate this Agreement or in
                           the case of the Millennium Partner being the
                           Defaulting Party, eOn may convert Millennium Partner
                           to the appropriate Millennium Partner tier based upon
                           the nature of the default by giving written notice to
                           that effect to the Defaulting Party.

                  2.       This Agreement may be terminated by either party,
                           upon written notice of termination to the other, in
                           the event (i) a bankruptcy, reorganization, or
                           insolvency proceeding is initiated against the other
                           party and is not dismissed within thirty (30) days
                           thereafter, (ii) a receiver is appointed for the
                           other party, or (iii) a substantial part of the
                           business assets of the other party are the subject of
                           an attachment, sequestration or other related
                           judicial proceeding.

                  3.       This Agreement may be terminated immediately by eOn
                           by written notice to Millennium Partner if Millennium
                           Partner acquires or is acquired by any business
                           entity which sells or develops products or services
                           competitive with the business activities of eOn
                           (Products or services) or its parent, subsidiaries or
                           affiliates.

         C.       In the event of termination of this Agreement pursuant to
                  Section III B, the terminating party shall have the right upon
                  prior written notice to the other party within ten (10) days
                  of termination, to the other, to require full performance by
                  both parties of any Purchase Orders accepted by eOn prior to
                  termination. Upon Agreement termination, except with respect
                  to any such Purchase Orders, all Purchase Orders shall be
                  effective.

         D.       Immediately upon Agreement termination, all amounts owing by
                  either party to the other shall become immediately due and
                  payable notwithstanding prior terms of sale, and the owing
                  party shall remit immediately to the other party all sums due
                  and owing to such party.

         E.       Termination of this Agreement for any reason shall not relieve
                  either party from any liability that at the time of
                  termination has already accrued to the other party hereto or
                  which thereafter may accrue in respect


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                  of any act or omission prior to termination, or from any
                  obligation which is expressly stated herein to survive
                  termination.

         F        If termination is pursuant to Section III B.3 where eOn
                  believes the acquiring party will gain access to confidential
                  and proprietary information of eOn, Millennium Partner shall
                  be able to maintain but not expand previously sold and
                  installed Products.

         G.       The parties recognize that termination of this Agreement in
                  accordance with its terms may result in loss or damage to
                  either party but hereby agree that except as expressly set
                  forth in this Agreement, neither party will be liable to the
                  other for any loss or damage resulting from such termination
                  (including, without limitation, special, consequential or
                  indirect loss or any loss of prospective profits or any
                  damages occasioned by loss of goodwill) or by reason of
                  expenditures, investments, leases or commitments made in
                  anticipation of the Agreement continuation.

         H.       Upon termination of this Agreement, Millennium Partner shall
                  immediately return to eOn or destroy (and certify in writing
                  to eOn that destruction has occurred) all eOn marketing and
                  product literature, technical documentation and other eOn
                  publications not required for the ongoing service and support
                  of Millennium Partner's installed base of Products in
                  accordance with the terms hereof.

         I.       Upon termination of this Agreement, Millennium Partner shall
                  immediately terminate any and all use of the Trademarks.

         J.       The provisions of this Agreement relating to Trademarks,
                  Confidentiality, Limitation of Liability, General Indemnity,
                  and Attorneys' Fees shall survive any termination or
                  expiration of this Agreement.

IV.      ORDERS; FEES AND CHARGES.

         A.       Submission of Orders. Millennium Partner shall, from time to
                  time, submit written Purchase Orders for Products referencing
                  this Agreement, the Products and quantity ordered, price for
                  the Products including any applicable discounts, and the
                  requested shipment dates. No Purchase Order shall constitute
                  an obligation of eOn until accepted by eOn. eOn shall endeavor
                  to accept Purchase Orders within ten (10) business days of
                  receipt. All Purchase Orders are deemed accepted by eOn upon
                  shipment of the Products by eOn. The terms and conditions of
                  this Agreement shall govern all Purchase Orders and any
                  additional terms and conditions on Millennium Partner's
                  Purchase Order form whether consistent or inconsistent with
                  the provisions hereof shall have no force or effect.

         B.       Fees and Charges. The amounts to be paid by Millennium Partner
                  to eOn for Products are the applicable price set forth in the
                  Authorized Millennium Partner Price List, less applicable
                  discounts, more particularly described in Exhibit B. All
                  prices shall be Point of Distribution eOn. eOn may increase or
                  decrease prices on the Price List at any time and from time to
                  time by providing a minimum of thirty (30) days' prior written
                  notice of Price List changes to Millennium Partner. Millennium
                  Partner shall determine for itself the price at which
                  Millennium Partner sells and/or licenses (as applicable)
                  Products to end-users.

         C.       Taxes. The amount of any present or future sales, revenue,
                  excise, VAT, use or other taxes, import or export duties,
                  fees, or other charges of any nature, imposed by any public
                  authority (national, state, local or other) applicable to the
                  Products, or the manufacture or sale thereof, shall be added
                  to the purchase price and shall be paid by Millennium Partner,
                  or in lieu thereof, Millennium Partner shall provide eOn with
                  a tax exemption certificate acceptable to the applicable tax
                  authority.

         D.       Rescheduling. In the event eOn agrees to reconfigure or change
                  Products, delay shipment, or cancel a Purchase Order for the
                  Products at Millennium Partner's request, eOn shall be
                  entitled to impose


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                  reasonable reconfiguration, change, delay or restocking
                  charges in accordance with eOn's published prices and standard
                  practices.

V.       PAYMENT TERMS.

         A.       eOn will invoice Millennium Partner upon placement of an order
                  for Product or delivery of services. Invoices are due and
                  payable upon issuance. Any invoice not paid in full within
                  forty-five (45) days of the invoice date shall bear interest
                  at the rate of 1.5% per month or the maximum lawful rate,
                  whichever is less. All prices are and all payments shall be
                  made in United States dollars.

VI.      PURCHASE OBLIGATION; SHIPMENT AND RISK OF LOSS; CREDIT.

         A.       During each twelve (12) month Program Year of this Agreement,
                  Millennium Partner shall make total Qualifying Purchases equal
                  to or exceeding the level specified in Exhibit B of this
                  Agreement. The level of Qualifying Purchases will be prorated
                  accordingly for new Millennium Partners whose appointment
                  occurs after August 1 of a given Program Year. If Millennium
                  Partner fails to make the Qualifying Purchases during any
                  twelve (12) month period, eOn may, at its option, immediately
                  terminate this Agreement or may convert Millennium Partner to
                  the appropriate Millennium Partner level by giving written
                  notice to that effect, to the Millennium Partner.

         B.       Purchase Forecasts. Millennium Partner shall provide eOn with
                  a good faith non-binding, monthly forecast of the quantity of
                  Products Millennium Partner expects to purchase each month
                  during the following six (6) months or as deemed appropriate.

         C.       Shipment, Risk of Loss

                  1.       Shipment. eOn will make reasonable efforts to deliver
                           the Products to a common carrier by the requested
                           shipment date set forth in the applicable Purchase
                           Order. All freight, insurance, handling, forwarding
                           agent's fees, taxes and storage, and all other
                           charges applicable to the Products from the time they
                           are placed in the possession of a carrier at eOn's
                           dock shall be borne by Millennium Partner. eOn may
                           ship Products in advance of the requested shipment
                           date provided that Millennium Partner's written
                           consent shall be required for any shipment which
                           precedes the requested shipment date by more than
                           five (5) business days. Products may be shipped in a
                           single shipment or in multiple shipments. eOn shall
                           have no liability to Millennium Partner as a result
                           of shipment delays or failure to ship Products on the
                           requested shipment date which delays or failures are
                           not solely caused by eOn.

                  2.       Risk of Loss. Millennium Partner shall insure all
                           Products in transit. Possession of and risk of loss
                           for the Products shall pass to Millennium Partner
                           upon delivery to a common carrier at Point of
                           Distribution eOn. Upon receipt of Products by
                           Millennium Partner, Millennium Partner or its agents
                           shall carefully inspect all Products. Millennium
                           Partner shall notify eOn within five (5) business
                           days of receipt of any defects in Products discovered
                           by Millennium Partner.

         D.        1.      eOn shall determine, in its sole discretion, the
                           amount (if any) and terms of credit to grant to
                           Millennium Partner for Product purchases, as a case
                           by case exception to the payment provisions of the
                           Agreement. Any such credit granted may be increased
                           or reduced in amount or discontinued at any time by
                           eOn upon written notice to Millennium Partner.

                  2.       In the event that eOn becomes entitled to terminate
                           this Agreement or in the event that Millennium
                           Partner:


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                  i.       fails to issue or maintain any required letters of
                           credit;

                  ii.      fails to provide any required guarantees or security;

                  iii.     allows its account with eOn to become past due; or

                  iv.      requests delivery of Products which would cause the
                           total amount owed by Millennium Partner to exceed the
                           credit limits established by eOn, then in addition to
                           all other remedies available to eOn,

                  eOn may withhold further deliveries of Products until
                  Millennium Partner corrects the circumstances which caused eOn
                  to withhold delivery.

         E.       Acceptance and endorsement by eOn of any check, draft or other
                  instrument from Millennium Partner for less than the full
                  amount eOn claims to be due and payable shall not be deemed to
                  be an admission of payment in full notwithstanding any
                  conditions to the contrary which are noted thereon.

VII.     SOFTWARE UPDATES, ENHANCEMENTS AND ENGINEERING CHANGE ORDERS.

         A.       Software Updates. Software Updates are defined as a change
                  that corrects software errors that could cause a failure of a
                  Product, which are generally made available by eOn to current
                  licensees of the Product who are under a maintenance agreement
                  with eOn. eOn will make Software Updates, along with
                  appropriate notification and Release Notes, available to
                  Millennium Partner during the term of this Agreement. Software
                  Updates will be provided to Millennium Partner after
                  termination of this Agreement subject to the terms hereof.

         B.       Software Enhancements. Software enhancements are changes to a
                  Product that increase the functionality or improve performance
                  where such improvements are not required to prevent failure of
                  the Product. Upon release of any Software Enhancement to the
                  Product which such release is generally made available by eOn
                  to current licensees of the Product who are under a
                  maintenance agreement with eOn, eOn will make such Software
                  Enhancement and accompanying Release Notes available to
                  Millennium Partner at its then current published prices for
                  Software Enhancement, less applicable discounts and prompt
                  payment terms.

VIII.    END USER INFORMATION AND SURVEYS.

         A.       Upon request from eOn and subject to the Confidentiality
                  provisions of this Agreement, Millennium Partner shall provide
                  eOn with the company name and installation address of end
                  users to enable eOn to maintain a database of all end users of
                  the Products for the purpose of service and support compliance
                  by eOn. A completed Millennium Customer Registration Form will
                  be returned to eOn by the Millennium Partner for each system
                  sold.

         B.       Millennium Partner will assist eOn in periodic end-user
                  surveys (a customer satisfaction survey) in the Territory to
                  determine satisfaction with the Products and with Millennium
                  Partner's and eOn's service/support. eOn shall notify
                  Millennium Partner in writing at least thirty (30) days prior
                  to commencing any such survey and will report the results to
                  Millennium Partner. Millennium Partner shall immediately
                  correct any service deficiencies in accordance with the
                  standards established herein.

IX.      OTHER MILLENNIUM PARTNER OBLIGATIONS.

         A.       For new Millennium Partners, ( with no prior Millennium
                  reseller relationship with eOn), Millennium Partner will
                  purchase and license from eOn, within thirty (30) days of the
                  Effective Date of this Agreement, the Products set forth in
                  Exhibit C. Products are to be used by Millennium Partner for
                  training, technical support, and sales demonstrations.


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         B.       Upon request from other eOn Millennium Partners or resellers,
                  Millennium Partner will provide prompt assistance in the
                  implementation and support of systems involving Products
                  installed in the Territory. Millennium Partner will be
                  compensated for such assistance and support in accordance with
                  eOn's then current Millennium Partner compensation rates, as
                  applicable.

         C.       Insurance. During the term of this Agreement, Millennium
                  Partner will maintain in full force and effect with a company
                  and in such form as is reasonably acceptable to eOn, insurance
                  coverage of the type and in the amounts set forth in Exhibit
                  D, incorporated herein by this reference.

         D.       General Indemnity. Millennium Partner will indemnify and hold
                  eOn harmless from and against any and all losses, damages,
                  claims, liabilities, costs and expenses (including reasonable
                  attorneys' fees) resulting from: (i) any breach by Millennium
                  Partner of this Agreement or any agreements between Millennium
                  Partner and its customers relating to Products or service and
                  support thereof; (ii) any claims raised by Millennium
                  Partner's subsidiaries or affiliates or customers in
                  connection with or arising out of the subject matter of this
                  Agreement or any agreements between Millennium Partner
                  (including its subsidiaries or affiliates) and its customers;
                  or (iii) any claims that may be made by reason of any act or
                  omission of Millennium Partner or its subsidiaries or
                  affiliates.

X.       EON SALES SUPPORT.

         A.       eOn will assign a Regional Sales Manager (RSM) to support
                  Millennium Partner and serve as the Millennium Partner's
                  primary contact with eOn.

         B.       eOn RSM's and other eOn personnel as appropriate, will provide
                  periodic sales training classes (covering both the Products
                  and selling skills) for Millennium Partner's employees to be
                  conducted at eOn's facilities, or at other locations, at eOn's
                  discretion.

XI.      OTHER MILLENNIUM PARTNER BENEFITS.

         A.       During the Agreement term, Millennium Partner is authorized to
                  use the following eOn service mark in connection with the
                  marketing, sale and support of the Products as specified in
                  this Agreement: eOn(R) Authorized Millennium Partner.
                  Millennium Partner agrees to make regular and consistent use
                  of the mark in promotional materials, advertising, building
                  signs, business cards, letterhead and the like in a manner
                  acceptable to eOn.

         B.       eOn may at its discretion, make available additional marketing
                  programs to eOn Millennium Partners in good standing who meet
                  specific program criteria and qualifications.

XII.     OTHER OBLIGATIONS.

         A.       eOn will use all reasonable efforts to maintain and
                  disseminate accurate descriptive information regarding the
                  Products. If Millennium Partner becomes aware of any as
                  inaccurate or incomplete information relating to Products,
                  Millennium Partner will promptly advise eOn in writing of the
                  inaccuracy or incompleteness. eOn will, at its expense,
                  provide revised Product literature with the corrected
                  information.

         B.       eOn shall supply Millennium Partner with reasonable quantities
                  of eOn's standard promotional materials for the Products in
                  the English language. Such materials shall include data
                  sheets, catalogs, brochures, and reprints of its advertising
                  art and shall be made available at eOn's then current
                  published prices for such materials. These materials may be
                  translated into other languages by Millennium Partner provided
                  that Millennium Partner reproduces eOn's copyright notice and
                  includes the language "Adapted and reproduced with the
                  permission of eOn Communications Corporation" with eOn's
                  copyright notice.

         C.       Training. eOn shall periodically provide training classes for
                  Millennium Partner's personnel (and personnel of other
                  Millennium Partners and/or resellers) in the installation,
                  configuration and service of


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                  the Products. Millennium Partner's employees shall be entitled
                  to attend such classes on a first come-first served basis in
                  accordance with rules and procedures established by eOn. All
                  expenses for Millennium Partner's personnel attending eOn
                  training classes, including travel, salary and accommodations,
                  shall be borne by Millennium Partner. Millennium Partner shall
                  pay eOn's then current published charges for attending such
                  classes, less any applicable discounts. In the event
                  Millennium Partner desires that eOn provide training for
                  Millennium Partner's personnel at a location other than eOn's
                  training facility, Millennium Partner shall so advise eOn and
                  eOn shall make reasonable efforts to accommodate Millennium
                  Partner's needs (subject to mutual agreement on timing,
                  location and on how related costs and expenses will be borne
                  by each of them).

         D.       Service and Support

                  1.       End User Service and Support. Millennium Partner
                           agrees to provide high quality service and support on
                           a consistent basis and at reasonable rates to all end
                           users of Products purchased from Millennium Partner
                           for the life of the Products. Millennium Partner
                           shall at all times employ sufficient numbers of
                           qualified and trained personnel to provide such
                           service and support for Millennium Partner's customer
                           base of Products. At a minimum, Millennium Partner
                           shall employ at least one full-time customer service
                           employee who has successfully completed eOn's
                           technical training for the Products (or is otherwise
                           certified by eOn as qualified to install, configure,
                           maintain, service and support the Products in the
                           Territory). Millennium Partner will cause additional
                           customer service personnel to be trained in
                           proportion to the size of Millennium Partner's
                           customer base of Products, based on Millennium
                           Partner's experience and eOn's recommendations.

                  2.       Product Documentation. eOn shall provide Millennium
                           Partner with eOn's standard documentation for the
                           Products in the English language. Such documentation
                           shall be suitable for the management, installation,
                           maintenance, and configuration of the Products. eOn
                           also shall provide Millennium Partner with periodic
                           updates to the documentation as necessary to maintain
                           the accuracy of the documentation as changes are made
                           to the Products. Millennium Partner shall pay eOn's
                           then current published prices for all such
                           documentation.

                  3.       Technical Assistance. eOn shall provide centralized
                           technical assistance and consultation via the
                           telephone or other electronic means to Millennium
                           Partner regarding the Products in accordance with
                           eOn's then current standard practices and published
                           charges for such services.

XIII.    CONFIDENTIALITY.

         A.       Company and eOn for their mutual benefit pursuant to a working
                  relationship which has been or may be established anticipate
                  that they may have access to or disclose or deliver to each
                  other certain information relating to the other party and
                  which is of a confidential or proprietary nature, hereinafter
                  referred to as "Confidential Information."

         B.       Confidential Information may be in any form, including without
                  limitation, oral, written, graphic, demonstrative, machine
                  recognizable or sample form, whether or not such material has
                  been identified as proprietary or confidential. Confidential
                  Information may also include but not be limited to, technical
                  and business information on Company or eOn relating to:

                           1.       current and proposed products;

                           2.       current and proposed developments;

                           3.       technical, engineering and test data;

                           4.       financial information;

                           5.       sales and marketing plans and business
                                    strategies;

                           6.       present and potential customers and vendors.


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         C.       Each party agrees that at all times it shall keep in
                  confidence all Confidential Information of the other party,
                  which may be disclosed from time to time; and each party
                  agrees that it will exercise the same degree of care to
                  preserve and safeguard the other party's Confidential
                  Information as it takes to protect its own Confidential
                  Information of similar importance.


         D.       Each party agrees that it shall not publish, disseminate, copy
                  or disclose to any person any Confidential Information of the
                  other party without written approval of such party, and shall
                  not use such Confidential Information for any purpose other
                  than the contractual and prospective business arrangements
                  between the two parties. Confidential Information may be
                  disclosed to recipient's affiliates, contractors, and
                  subcontractors only upon separate written approval by
                  disclosing party, and all such affiliates, contractors, and
                  subcontractors shall be bound in writing to comply with the
                  conditions set forth in this Agreement.

         E.       Each party hereby agrees to indemnify the other for any loss,
                  damage or injury, however arising and including attorneys'
                  fees, arising from the disclosure of Confidential Information
                  in violation of this Agreement, or arising from any claim that
                  its possession and use of the Confidential Information or
                  other information, in each case disclosed to it pursuant to
                  this Agreement, violates the proprietary rights of a third
                  party.

         F.       In no event shall either party be deemed to have any right or
                  interest in or to any Confidential Information of the other
                  party. This Agreement does not offer or grant to the receiving
                  party any right in or license under any present or future
                  patent, patent application, trademark, copyright or trade
                  secret of the disclosing party, and the disclosure of any
                  confidential or proprietary information to the receiving party
                  hereunder shall not constitute any representation, warranty,
                  assurance, guarantee or inducement by the disclosing party to
                  the receiving party with respect to the infringement of
                  patents or other rights of third parties.

         G.       Each party agrees, if requested, to return to the other party
                  all Confidential Information belonging to such other party
                  (including all copies hereof), or to destroy all such
                  Confidential Information and certify such destruction to the
                  requesting party.

         H.       Nothing in this Agreement shall be construed to impose a
                  confidentiality obligation upon either party in connection
                  with information:

                           1.       Which was in the public domain at the time
                                    of transmission or thereafter enters the
                                    public domain without breach of this
                                    Agreement by the receiving party; or

                           2.       Which was known and can be shown to be known
                                    to the receiving party at the time of
                                    transmission; or

                           3.       Which is disclosed with the written approval
                                    of the disclosing party; or

                           4.       Which was independently developed by the
                                    receiving party and can be shown to have
                                    been independently developed; or

                           5.       Which becomes known by legal means to the
                                    receiving party from a source other than the
                                    disclosing party without breach of this
                                    Agreement by the receiving party; or

                           6.       Which is required to be disclosed by
                                    judicial action so long as prior written
                                    notice of a party's intention to disclose
                                    pursuant to judicial shall have been given
                                    to the other party.


                                                                               9

<PAGE>


XIV.     SOFTWARE LICENSE; TRADEMARKS.

         A.       Nonexclusive License. eOn hereby grants to Millennium Partner
                  a personal, nontransferable and nonexclusive license for and
                  during the Agreement term to use the Software within
                  Millennium Partner's business organization with and as part of
                  the Products for evaluation, demonstration and support of its
                  End-User's as specified herein. Title to all Software,
                  including modifications, adaptations, translations and
                  derivatives, all know-how and all proprietary rights shall at
                  all times remain with eOn and/or its suppliers. Millennium
                  Partner shall neither have nor assert ownership of the
                  Software either for itself or on behalf of any third party.

         B.       Software License Limitations. The Software and documentation
                  are protected under applicable patent, copyright and/or trade
                  secret laws and contain confidential and proprietary
                  information of eOn and its licensors. Millennium Partner shall
                  abide by the terms of any proprietary notices or markings, and
                  shall use the documentation and Software only for purposes
                  contemplated by this Agreement, and shall not disclose to
                  others or reproduce Software, unless specifically authorized
                  by eOn. Millennium Partner shall be liable for all loss or
                  damage to eOn from any failure to so abide or from any
                  unauthorized disclosure of the documentation or Software to
                  any other party. Millennium Partner shall not duplicate,
                  modify, disassemble, de-compile, reverse engineer, re-host,
                  retarget or perform competitive analysis on the Software.
                  Millennium Partner's right to distribute shall also extend to
                  any revisions to Software as are supplied by eOn and accepted
                  by Millennium Partner during the term of this Agreement.

         C.       Use of Trademarks by Millennium Partner. Millennium Partner
                  may, with eOn's prior written consent, use certain Trademarks
                  in connection with the business of marketing and selling the
                  Products for installation in the Territory, subject to the
                  terms and conditions set forth herein, and shall not use the
                  Trademarks in any other manner without the express written
                  consent of eOn.

                  1.       Millennium Partner shall submit to eOn for the prior
                           written approval of eOn in each case all proposed
                           advertising and other promotional literature or
                           material in which Millennium Partner desires to use
                           any of the Trademarks or eOn's name. All advertising
                           and other material utilizing any Trademarks shall
                           include such statements or other identifying
                           references as may be requested by eOn.

                  2.       Millennium Partner acknowledges that all right,
                           title, and interest in and to all the Trademarks in
                           connection with the marketing and sale of Products
                           lies solely with eOn. Millennium Partner agrees not
                           to engage in any activities or commit any acts,
                           directly or indirectly, which may contest, dispute,
                           or otherwise impair such right, title, or interest of
                           eOn therein. Millennium Partner shall neither acquire
                           nor claim any right, title or interest in or to
                           Trademarks adverse to the rights of eOn whether by
                           virtue of this Agreement or through any use by
                           Millennium Partner of the Trademarks which may be
                           permitted by eOn through advertising and sale of the
                           Products or otherwise. The parties agree that any and
                           all uses of such Trademarks by Millennium Partner as
                           may be permitted by eOn herein or in writing from
                           time to time shall be in such manner as to inure at
                           all times to the benefit of eOn.

                  3.       Millennium Partner shall not utilize in connection
                           with any of the Products, including the promotion,
                           distribution, and sale of any of the Products, any
                           trademark other than the Trademarks without obtaining
                           the prior written authorization of such use from eOn.

                  4.       If any trademarks, trade names or service marks of
                           Millennium Partner are used by Millennium Partner in
                           combination with the Trademarks in such manner as to
                           be distinctive, such distinctive features and
                           associated goodwill thereof shall become the property
                           of and inure to the benefit of eOn, and Millennium
                           Partner shall, without any payment or other
                           consideration, execute such documents as are
                           necessary to assign all rights thereto to eOn.


                                                                              10

<PAGE>


                  5.       If Millennium Partner learns of any infringing use of
                           the Trademarks, Millennium Partner shall promptly
                           report the details thereof to eOn and shall cooperate
                           with eOn in pursuing any remedies available to eOn or
                           Millennium Partner.

                  6.       Millennium Partner agrees to immediately discontinue
                           all use of Trademarks upon termination or expiration
                           of this Agreement, except in connection with the sale
                           of Products purchased prior to termination or
                           expiration.

XV.      PRODUCT WARRANTIES.

         A        eOn Limited Warranties

                  1.       eOn warrants to Millennium Partner that the Products
                           will substantially perform in accordance with eOn's
                           user documentation. eOn will repair or replace any
                           hardware component which fails to conform to the
                           foregoing warranty at no charge to Millennium Partner
                           provided that eOn is notified of the nonconformity
                           during the warranty period. Defective hardware must
                           be returned to eOn (transportation charges prepaid)
                           during the warranty period for repair or replacement.
                           This warranty shall not apply to any Products which
                           have been altered or which have been repaired by
                           anyone other than eOn or eOn certified personnel,
                           which have not been maintained in accordance with any
                           handling or operating instructions supplied by eOn,
                           or which have been subjected to unusual physical or
                           electrical stress, misuse, abuse, negligence or
                           accidents.

                  2.       eOn does not warrant that operation of Products will
                           be uninterrupted or error free, or that Software is
                           invulnerable to fraud or "hacking" and eOn hereby
                           disclaims all liability on account thereof.

                  3.       EON FURNISHES THE ABOVE WARRANTIES IN LIEU OF ALL
                           OTHER WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A
                           PARTICULAR PURPOSE. ANY AND ALL WARRANTIES SHALL BE
                           VOID AS TO SYSTEM COMPONENTS DAMAGED OR RENDERED
                           UNSERVICEABLE BY: (1) THE ACTS OR OMISSIONS OF
                           NON-EON PERSONNEL, OTHER THAN SUBCONTRACTORS EMPLOYED
                           BY EON. (2) MISUSE, THEFT, VANDALISM, LIGHTNING,
                           NEGLIGENCE, ACCIDENT, FIRE, WATER OR OTHER PERILS.
                           (3) MOVING, RELOCATION, ALTERATION OF OR ADDITIONS TO
                           THE SYSTEM NOT AUTHORIZED BY EON. NO OTHER
                           WARRANTIES, WRITTEN, OR ORAL, STATUTORY, EXPRESS OR
                           IMPLIED SHALL APPLY TO THE SYSTEM. THE WARRANTIES IN
                           THIS SECTION XV., ARE THE ONLY WARRANTIES MADE BY EON
                           WITH RESPECT TO THE SYSTEM OR OTHERWISE.


         B.       Millennium Partner Warranties To Its Customers.

                  1.       Millennium Partner shall make no representations to
                           third parties regarding the performance or functional
                           capabilities or characteristics of the Products
                           beyond those stated in eOn's then current warranty
                           statement, or as otherwise expressly authorized by
                           eOn in writing.

                  2.       eOn makes no warranty to Millennium Partner's
                           customers.

                  3.       Millennium Partner shall indemnify and hold eOn
                           harmless from and against any claims, losses, costs,
                           damages or liabilities which result from Millennium
                           Partner's failure to comply with the provisions of
                           Subsection B.1 or which are based on warranties
                           provided by Millennium Partner to its customers with
                           respect to the Products.


                                                                              11

<PAGE>


XVI.     INTELLECTUAL PROPERTY INDEMNIFICATION.

         A.       Notwithstanding Section XVIII A., and subject to the
                  provisions hereof, eOn shall defend, at its expense, any
                  action brought against Millennium Partner based on a claim
                  that a Product, when used in accordance with the terms of this
                  Agreement, infringes a patent or copyright in within the
                  Territory, provided eOn is notified promptly in writing by
                  Millennium Partner of the claim, is given sole control of the
                  defense and settlement, and is provided all reasonable
                  assistance by Millennium Partner in connection therewith. eOn
                  shall pay any costs, settlements and damages finally awarded
                  against Millennium Partner in connection with the claims. If
                  any Product is finally adjudged to so infringe, or in eOn's
                  opinion such a claim is likely to succeed, eOn will, at its
                  option: (i) procure for Millennium Partner the right to
                  continue using the Product in the Territory; (ii) modify or
                  replace the infringing Product so there is no infringement; or
                  (iii) refund the purchase price thereof to Millennium Partner,
                  less a reasonable allowance for depreciation and use.

         B.       eOn shall have no liability regarding any claim arising out
                  of: (a) use of other than the then current, unaltered release
                  of the Product, unless the infringing portion is also in the
                  then current, unaltered release; (b) use of the Product in
                  combination with non-eOn software, data or equipment if the
                  infringement was caused by such use or combination; (c) any
                  modification or marking of the Product not specifically
                  authorized in writing by eOn; or (d) third party software.

         C.       THE FOREGOING STATES THE ENTIRE LIABILITY OF EON AND THE
                  EXCLUSIVE REMEDY FOR MILLENNIUM PARTNER RELATING TO
                  INFRINGEMENT OF ANY PATENTS, COPYRIGHTS, MASK WORK RIGHTS,
                  TRADE SECRETS OR OTHER INTELLECTUAL PROPERTY RIGHTS BY THE
                  PRODUCTS AND THE PROVISIONS THEREOF ARE IN LIEU OF ANY OTHER
                  EXPRESSED, IMPLIED OR STATUTORY WARRANTY AGAINST INFRINGEMENT.

         D.       Millennium Partner shall hold eOn harmless from and against
                  any expense or loss resulting from infringement of patents,
                  copyrights, trademarks or other intellectual property rights
                  arising from compliance with Millennium Partner's designs,
                  specifications or instructions or resulting from Millennium
                  Partner's combination of the Products with devices or elements
                  not provided by eOn. License of the Products by eOn does not
                  convey any license, by implication, estoppel or otherwise,
                  under patent claims covering combinations of the Products with
                  other devices or elements.

XVIII.   LIMITATION OF LIABILITY.

         A.       EON'S ENTIRE LIABILITY UNDER THIS AGREEMENT SHALL BE FOR
                  DIRECT DAMAGES IN AN AMOUNT NOT TO EXCEED THE AMOUNT ACTUALLY
                  RECEIVED BY EON FROM MILLENNIUM PARTNER IN THE TWELVE MONTH
                  PERIOD IMMEDIATELY PRECEDING THE CLAIM. EXCEPT WITH RESPECT TO
                  CLAIMS BY EON FOR DAMAGES RELATING TO THE MISAPPROPRIATION OF
                  EON'S INTELLECTUAL PROPERTY, INFRINGEMENT, OR MISUSE OF EON'S
                  CONFIDENTIAL INFORMATION, NEITHER PARTY SHALL BE LIABLE TO THE
                  OTHER FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL
                  DAMAGES OR FOR COMMERCIAL LOSS, WHETHER OR NOT FORESEEABLE,
                  ARISING OUT OF, OR IN CONNECTION WITH THIS AGREEMENT OR ITS
                  PERFORMANCE, PARTIAL PERFORMANCE OR NONPERFORMANCE.

XIX.     ARBITRATION

                  Any disputes under this Agreement shall be resolved by binding
                  arbitration ("Arbitration"). In the event of a dispute, either
                  party hereto may make written demand on the other party hereto
                  that the matter be submitted to Arbitration pursuant to the
                  rules of the American Arbitration Association. Prior to
                  submission of the dispute to Arbitration, and within twenty
                  (20) days of the written demand, the


                                                                              12


<PAGE>


                  demanding party shall provide the other party with a written
                  notice setting forth the matters disputed and that party's
                  proposed resolution of those matters. If within twenty (20)
                  days thereafter, the other party does not agree to the
                  proposed resolution, the demanding party may proceed with the
                  Arbitration according to the rules of the American Arbitration
                  Association. The determination of the arbitrator shall be
                  conclusive of all matters, both factual and legal. The costs
                  of any Arbitration, including attorney's fees, shall be
                  awarded to the prevailing party.


XX.      GENERAL.


         A.       All notices, orders, acceptances and communications between
                  the parties hereunder shall be in writing in the English
                  language (by mail, facsimile, telex or telegraph), postage or
                  transmission costs prepaid, and shall be addressed to the
                  parties at their Notice Addresses. All such notices, orders,
                  acceptances and communications shall be deemed properly given
                  when received by the party to whom it is addressed. Until
                  changed by written notice given in accordance with the terms
                  hereof, the notice address (the "Notice Address") of each
                  party shall be the address following such party's name in the
                  introduction to this Agreement.

         B.       This Agreement shall be governed by and construed in
                  accordance with the substantive laws of the United States,
                  without regard to the conflict of laws provisions thereof and
                  without regard to the UN Convention on Contracts for the
                  International Sale of Goods. Millennium Partner acknowledges
                  that the Products are subject to certain limitations under
                  United States export control laws and regulations. Millennium
                  Partner shall not re-export the Products outside the Territory
                  and shall obtain an agreement from its customers and end-users
                  not to re-export the Products outside the Territory without
                  first obtaining any necessary licenses from applicable
                  governmental authorities.

         C.       Millennium Partner may not assign or transfer in whole or in
                  part any of Millennium Partner's rights or delegate any of
                  Millennium Partner's obligations under this Agreement, without
                  the prior written consent of eOn. In the event of any Change
                  of Ownership, Millennium Partner shall immediately provide eOn
                  with written notice thereof.

         D.       The relationship of the parties is that of independent
                  contractors. No partnership, joint venture, franchise, agency,
                  employment, fiduciary or other similar relationship is created
                  by this Agreement. Neither party has any express or implied
                  authorities to incur any obligation for or in any manner
                  otherwise make any commitments on behalf of the other party.
                  Millennium Partner shall employ its own personnel and shall be
                  responsible for them and their acts and eOn shall not be
                  liable to Millennium Partner, its employees, or third parties
                  for any losses, injuries, damages, or the like occasioned by
                  Millennium Partner's activities in connection with this
                  Agreement, except as expressly provided herein. Millennium
                  Partner shall be solely responsible for, and shall indemnify
                  and hold eOn harmless from all claims, damages, or lawsuits
                  arising out of the acts or omissions of Millennium Partner,
                  its employees, servants, or agents in connection with this
                  Agreement.

         E.       Any failure by either party to enforce at any time any of the
                  provisions, including without limitation, the termination
                  provisions of this Agreement, shall not be construed to be a
                  waiver of such provision or of the right of either party
                  thereafter to enforce such provision.

         F.       In the event either party institutes legal action (including
                  arbitration) to enforce its rights under this Agreement, the
                  prevailing party in such action shall be entitled to recover
                  reasonable attorneys' fees and other costs of prosecuting the
                  action in the amount allowed by the court or arbitrators.

         G.       All provisions of this Agreement shall be considered as
                  separate terms and conditions, and in the event any one shall
                  be held illegal, invalid, or unenforceable, all the other
                  provisions hereof shall remain in full force and effect, as if
                  the illegal, invalid, or unenforceable provisions were not a
                  part hereof.


                                                                              13


<PAGE>


         H.       Either party's performance of any part of this Agreement will
                  be excused to the extent that such performance is hindered,
                  delayed or otherwise made impractical by: 1) the acts or
                  omissions of the other party; 2) fires, floods, riots,
                  strikes, labor disputes, freight embargoes, transportation
                  delays, inability to secure fuel, material, supplies,
                  equipment or power at commercially reasonable prices, acts of
                  nature, acts of God or of the public enemy or acts of any
                  federal, state or local government; or 3) any other cause
                  (whether similar or dissimilar to those listed) beyond the
                  reasonable control of the party whose performance is affected.
                  If any such event occurs, the party whose performance is
                  affected will notify the other party of the nature of the
                  condition and the extent of the delay, and will make a
                  reasonable, good faith effort to resume performance as soon as
                  practicable.

         I.       All of the Millennium Partner's obligations of confidentiality
                  and all of eOn's representations and warranties set out in
                  this agreement as well as the provisions concerning indemnity
                  against third party claims, royalties and infringement,
                  intellectual property rights and accounts and audit shall
                  survive the expiry of the agreement or the termination of the
                  agreement, as shall any other provision of the agreement
                  which, by the nature of the rights or obligations set out
                  therein, might reasonably be expected to be intended to so
                  survive.

         J.       If any provision of the Agreement is declared by a court
                  competent jurisdiction to be invalid, illegal or
                  unenforceable, such provision shall be severed from the
                  Agreement and all other provisions of the Agreement shall
                  remain in full force and effect.

         K.       Millennium Partner agrees to allow eOn to issue a press
                  release regarding execution of this Agreement and/or the sales
                  to end-customers. The press release language and timing of
                  release will be by mutual agreement of eOn and Millennium
                  Partner. The Millennium Partner also agrees to serve as
                  reference site and will, with reasonable advance notice,
                  provide comments regarding the responsiveness and performance
                  of eOn and its products to other potential eOn customers
                  and/or partners.

         L.       This Agreement shall be governed by and construed according to
                  the laws of the state of Georgia, without regard to the
                  conflict of laws provisions thereof.

         M.       Any headings and titles used in this Agreement are for
                  convenience only. They are not part of this Agreement and
                  shall not be referred to in interpreting and construing terms
                  and conditions hereof.

         N.       The body of this Agreement, and all Exhibits referred hereto
                  are a part of this Agreement and are incorporated herein by
                  reference, and together constitute the sole and entire
                  agreement of the parties with respect to the subject matter
                  hereof. This Agreement supersedes and replaces any prior or
                  contemporaneous discussions, proposals and representations,
                  and may be modified only by written instrument and signed by
                  the party sought to be bound.

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


         eOn Communications Corporation         Millennium Partner
         By:                                    By:
            ----------------------------           -----------------------------

         Name:                                  Name:
              --------------------------             ---------------------------

         Title:                                 Title:
               -------------------------              --------------------------

         Date:                                  Date:
              --------------------------             ---------------------------


                                                                              14


<PAGE>


                                    EXHIBIT A

                 EON COMMUNICATIONS CORPORATION PRODUCT LISTING







                                 MILLENNIUM PBX

                             MILLENNIUM CALL CENTER

                       MILLENNIUM VOICE PROCESSING SYSTEM

                                 MILLENNIUM CTI

                               MILLENNIUM DESKTOP

                              MILLENNIUM NAVIGATOR


                                                                              15


<PAGE>


                                    EXHIBIT B


     EON COMMUNICATIONS CORPORATION MILLENNIUM PARTNER PRICING AND TERRITORY




MILLENNIUM PARTNER IS HEREBY APPOINTED AS AN EON COMMUNICATIONS AUTHORIZED
MILLENNIUM PARTNER AT THE _____________________________ LEVEL.






MILLENNIUM PARTNER'S PRODUCT COSTS FROM EON ARE ESTABLISHED AS THE CURRENT EON
AUTHORIZED MILLENNIUM PARTNER PRICE LIST, LESS A DISCOUNT OF_____________%
(PERCENT).


         initialed by eOn:          initialed by Millennium Partner:
                          ---------                                 -----------



MILLENNIUM PARTNER'S AUTHORIZED TERRITORY IS DEFINED AS:


Generally a one hundred (100) mile radius of Millennium Partner's principal
business address, along with other territory considerations hereof:





         initialed by eOn:          initialed by Millennium Partner:
                          ---------                                 -----------



                                                                              16


<PAGE>


                                    EXHIBIT C


            EON COMMUNICATION CORPORATION SALES DEMONSTRATION SYSTEMS




         1.       An operational eOn Communications Millennium system, including
                  analog and digital telephone interfaces.


         2.       An appropriate number of digital or analog telephone sets


         3.       Optionally, other eOn Millennium applications (eVPS,
                  Navigator, Millennium CTI, etc.), as appropriate.


                                                                              17


<PAGE>


                                    EXHIBIT D

               MILLENNIUM PARTNER INSURANCE COVERAGE REQUIREMENTS




Millennium Partner will keep in full force and effect Commercial General
Liability Insurance, including:

PRODUCT LIABILITY AND COMPLETED OPERATIONS COVERAGE IN AMOUNTS OF NOT LESS THAN
$100,000 PER PERSON,

$500,000 PER OCCURRENCE FOR PERSONAL INJURY OR DEATH AND PROPERTY DAMAGE,

AUTOMOBILE LIABILITY AND PROPERTY DAMAGE INSURANCE ON VEHICLES USED IN
MILLENNIUM PARTNER'S BUSINESS,

WORKMEN'S COMPENSATION INSURANCE, AS REQUIRED BY THE LAW OF THE STATE OR STATES
IN WHICH MILLENNIUM PARTNER OPERATES.


Millennium Partner shall furnish eON with certificates of insurance indicating
the insurance carried by Millennium Partner and shall have its policies endorsed
to require that the insurance company give eOn ten (10) days notice in the event
of cancellation or non-renewal of any of these policies.







                                                                              18