Software Development and Integration

and

Manufacturing Assistance Agreement

This Software Development and Integration and Manufacturing Assistance Agreement (this “Agreement”) is made as of April 6, 2009 between ACN Digital Phone Service, LLC, a Delaware limited liability company with its principal place of business at 1000 Progress Place, Concord, NC 28025 (“ACN”), and Ojo Video Phones LLC, a Pennsylvania limited liability company with its principal place of business at 3190 Tremont Avenue, Trevose, PA 19053 (“OJO” and together with ACN, the “Parties” or a “Party” as the case may be).

Recitals

Whereas , ACN sells video phones together with digital phone service using Voice over Internet Protocol; and

Whereas , OJO develops software for, manufactures, and sells certain video phone communication devices and related accessories, providing a variety of services with respect thereto; and

Whereas , ACN, in accordance with the terms of this Agreement, wants to retain OJO to develop software (the “Developed Software”) for ACN’s existing video phone (“IRIS 3000”) according to mutually agreed specifications, and to assist ACN with the capability to manufacture and acquire IRIS video phones, including, without limitation, the IRIS 3000 with the Developed Software integrated therein (the “IRIS 3000W”), with such effort being generally referred to hereunder as Phase 1; and

Whereas , pursuant to the terms and conditions of an ACN Consumer Communications Equipment Master Purchase Agreement (the “Commercial Agreement”) that is being executed by the Parties concurrently herewith, OJO has agreed to develop and to sell to ACN a new video phone, using the DaVinci chip and the Developed Software (the “IRIS 4000”) according to mutually agreed specifications with such effort being generally referred to hereunder as Phase 2.

Now, Therefore, in consideration of the mutual covenants, representations and warranties of the Parties contained in this Agreement, the Parties hereby agree as follows:

1.1.           Phase 1 Development

OJO shall carry out a project (the “Project”) to specify, develop and deliver software that (i) is specially developed or customized for the IRIS 3000, (ii) shall reasonably fulfil ACN's objectives and requirements as described in Appendix 1, and (iii) shall be compliant with the  mutually agreed specifications that are to be developed as part of the Project.

1.2           Development tools – development method

OJO shall be responsible for selecting the development tools, methods and environment, and establishing and maintaining this development environment.  If ACN has any special requirements concerning the development environment or method, then such requirements will be communicated in writing to OJO.

1.3           Project implementation and cooperation

1.3.1  OJO shall carry out the Project in accordance with a mutually agreed work schedule to be developed as part of the Project.

1.3.2  Both ACN and OJO shall have a development project manager. The development project managers are responsible for the day-to-day follow-up of their own personnel, and they are responsible for planning and following up their own obligations.

1.3.3  The development project managers shall meet frequently to monitor the progress of the development effort and to provide feedback to each other as the Project progresses.  The development project managers shall also provide each other with the information from their respective organizations that is reasonably required to manage, monitor and complete this development effort.

1.4           Detailed specifications and project plan

1.4.1  OJO shall prepare Detailed Specifications and a Software Development Project Plan for the Developed Software based on consultation with ACN and the documentary materials provided to OJO by ACN for such purpose.   The Detailed Specifications shall consist of a detailed itemization and/or definition of the Developed Software and its required operation and functionality.  The Detailed Specifications shall form the basis for the development to be carried out in the development. The Software Development Project Plan shall consist of the anticipated schedule for the development project, and the allocation of project responsibilities as required for this schedule.  This work shall be carried out in close cooperation and consultation with ACN.