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DVSI Confidential Proprietary

Page i

VC-20-PRJ25 IMBE

™

Vocoder Board END USER License Agreement

1.0

Preliminary Statements and Definitions

1.1

"Voice Codec" shall mean the hardware, software and

associated documentation referred to in the invoice or shipping papers
accompanying this agreement for which END USER has requested a
license, and any derivative works thereof, including modifications,
enhancements and extensions made by or for Digital Voice Systems,
Inc. (DVSI) and including circuit diagrams, timing diagrams,
programmable logic software, logic diagrams, layouts, operating
instructions and user manuals.

1.2

"IMBE™ Software" shall mean the speech coding software

and/or firmware provided as part of the Voice Codec. This software is
contained in the Read Only Memories (ROMS, EPROMS, EEPROMS,
etc...) which are included as part of the Voice Codec. This software
includes any derivative works which have as their source the software
contained in the Read Only Memories, and it includes the software
contained in any future Read Only Memories which DVSI may provide
END USER for use in the Voice Codec.

1.3

"Designated Site" shall mean the location of the Voice Codec.

1.4

"Proprietary Information" shall mean the information

which DVSI desires to protect against unrestricted disclosure or
competitive use and which is designated as such in writing by DVSI or
is disclosed orally and within thirty (30) days thereafter is reduced to
tangible form pursuant to this License.

1.5

DVSI represents that it owns certain “Proprietary Rights” in

the Technology and the IMBE



Voice Compression Software,

including patent rights in the Technology, and patent rights,
copyrights, and trade secrets in the IMBE



Voice Compression

Software.

2.0

License Granted

2.1

Subject to the conditions herein and upon initial use of the

IMBE™ Software within the VC-20 IMBE™ Vocoder Codec, DVSI
hereby grants to END USER a non-exclusive, limited license to use the
IMBE

Voice Compression Software in machine readable form solely

on the IMBE-1000™ Vocoder Chip. Title to the IMBE

Voice

Compression Software remains with DVSI. No license is granted for
use of the IMBE

Voice Compression Software on other than the

Voice Codec. No license, right or interest in any trademark, trade
name or service mark of DVSI is granted under this Agreement.

2.2

END USER shall not copy, extract, de -compile, reverse

engineer or disassemble the IMBE

Voice Compression Software

contained in the VC-20 IMBE™ Vocoder Board.

2.3

Transfer of License

(a)

END USER may transfer the IMBE™ Software and all

rights under this agreement to a third party together with a copy of
this Agreement provided that END USER provides DVSI with a
written notification of the transfer and provided that the third party
agrees in writing to accept all the terms and conditions of this

agreement. Upon any such transfer, END USER's rights under this
Agreement shall terminate pursuant to Section 3.0.

(b)

END USER may relocate the Voice Codec, and the

subsequent location shall then be considered the Designated Site.

(c)

Except as provided in this Section 2.2, this Agreement,

the IMBE™ Software and any other information provided by
DVSI to END USER and any licenses and rights granted hereunder,
may not be sold, leased, assigned, sublicensed or otherwise
transferred, in whole or in part, by END USER.

2.4

END USER shall not de -compile, reverse engineer or

disassemble the IMBE™ Software.

3.0

Term and Termination

3.1

This Agreement is effective upon initial use of the

IMBE™ Software on the Voice Codec and shall remain in effect
until terminated in accordance with this agreement.

3.2

This Agreement shall terminate automatically without

notice from DVSI if END USER fails to comply with any of the
material terms and conditions herein. END USER may terminate
this Agreement at any time upon written notice to DVSI
certifying that END USER has complied with the provisions of
Section 3.3.

3.3

Upon termination of this Agreement for any reason,

END USER shall: (i) have no further rights to the IMBE™
Software; (ii) discontinue all use of the IMBE™ Software; and (iii)
destroy or, at DVSI's option, return all copies of the IMBE™
Software.

4.0

Payments

4.1

In consideration of the hardware, software, and

associated materials provided as part of the Voice Codec, and in
consideration of the license and rights in the IMBE™ Software
granted by DVSI, and in consideration of DVSI's performance of
its obligations hereunder, END USER agrees to pay to DVSI the
fee specified in DVSI's invoice.

4.2

In consideration of the materials provided as part of the

Voice Codec, and in consideration of the license and rights in the
IMBE



Voice Compression Software granted by DVSI, and in

consideration of DVSI's performance of its obligations hereunder,
END USER agrees to pay to DVSI the fee specified in DVSI's
invoice.

5.0

Proprietary Notices

5.1

END USER shall not remove any copyright or proprietary

notice on the on the IMBE



Voice Compression Software or VC-