DEALER AGREEMENT AMONG LUCENT TECHNOLOGIES, INC.
DISTRIBUTOR, INACOM COMMUNICATIONS, INC.;
AND XETA CORPORATION.
FOR BUSINESS COMMUNICATIONS SYSTEMS
WHEREAS, Lucent Technologies, Inc. ("Lucent"), Xeta Corporation. ("Xeta"), and Inacom Communications,
Inc. ("Inacom") have entered into a Dealer Agreement, effective March 19, 1999; and
WHEREAS, the parties wish to amend the Dealer Agreement to modify certain provisions dealing with the Term,
Termination provisions, and Diamond Dealer status;
NOW THEREFORE, the parties, intending to be bound, agree to the following modifications to the Dealer
1. Dealer Name. ("Dealer") definition changed from XETA Corporation to XETA TECHNOLOGIES INC.
including its wholly owned commercial business subsidiary U.S. Technologies.
2. Term. In Section 25 of the Dealer Agreement the words "two years" are replaced by the words "three years."
3. Renewal. Section 15.1 of the Dealer Agreement is deleted in its entirety and replaced with the following:
15.1 Unless a party gives written notice of its intent not to renew to the other parties ninety (90) days in advance
of the termination date, this Agreement will automatically renew for an additional two-year term. Any party may
terminate this Agreement without cause on ninety-
(90) days notice only after the initial three year Term; provided, however, that Dealer may terminate Distributor
at any time during the term hereof, upon sixty (60) days written notice, if Dealer determines that Distributor's
pricing is no longer competitive or its service is unsatisfactory, and Distributor does not remedy any such
condition to Dealer's satisfaction within such sixty (60) day timeframe.
4. Termination. Section 15.4 of the Dealer Agreement is deleted in its entirety and replaced with the following:
15.4 A). Lucent or Distributor may terminate this Agreement upon twenty-four (24) hours written notice if Dealer
has: (i) become insolvent, invoked as a debtor any laws relating to the