<PAGE>

                                                                 EXHIBIT 10.14

   CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
          EXCHANGE COMMISSION. BRACKETS (I.E. "[ ]") DENOTE OMISSIONS.


                        MASTER SOFTWARE LICENSE AGREEMENT

    THIS MASTER SOFTWARE License Agreement ("Agreement"), dated as of September
1,2000 (the "EFFECTIVE DATE"), by and between SPEECHWORKS INTERNATIONAL, INC., a
Delaware corporation ("SWI"), with offices at 695 Atlantic Ave., Boston, MA
02111, and NET2PHONE, INC. a Delaware corporation ("LICENSEE"), with offices at
520 Broad Street, Newark, New Jersey 07102 for purposes of this Agreement, the
term Licensee shall be defined to include the Affiliates (as defined below) of
Net2Phone, Inc.

                                  INTRODUCTION

A.  SWI is the developer and owner of certain speech recognition,
    text-to-speech, speaker verification and other programs, technology and
    certain related software for automating telephone-based, network-based and
    internet-based transactions, including those that are described in EXHIBIT A
    attached and made a part hereof.

B.  Licensee owns and manages a global voice over the Internet protocol ("VoIP")
    network, in addition to assembling a multi-million user telecommunications
    software application and SWI and Licensee wish to enter into this Agreement
    in order for Licensee to utilize, for the benefit of its third party
    Customers and Net2Phone End Users, each as hereinafter defined, and subject
    to the terms and conditions of this Agreement, the Licensed Products, as
    hereinafter defined, in connection with Licensee's Facilities Services as
    defined in Section 1, below.

C.  As of the Effective Date, SWI has agreed to grant to Licensee and Licensee
    has agreed to accept from SWI a license to use the Licensed Products upon
    the terms and conditions set forth below, and the parties desire to provide
    for the ability of Licensee to license, in addition to the SWI Software
    licensed upon the Effective Date, additional copies, ports and products from
    SWI from time to time under the terms of this Agreement.

For and in consideration of, and conditioned on, the covenants stated herein,
and for other good and valuable consideration, the receipt and sufficiency of
which the parties hereby acknowledge, the parties hereby agree as follows.

                               TERMS OF AGREEMENT

SECTION 1          -- DEFINITIONS

1.1 DEFINED TERMS. In addition to the terms defined above and elsewhere in this
Agreement, the following terms as used in this Agreement shall have the meanings
set forth below:

    "AFFILIATE" shall mean any legal entity directly or indirectly controlled
    by, controlling, or under the common control with, Licensee; for purposes
    hereof "control" shall mean the beneficial ownership of more than fifty
    percent (50%) of the issued and outstanding equity securities of the subject
    entity.

    "AGREEMENT" shall mean this agreement, all attached exhibits, and any other
    documents made a part hereof or incorporated by reference herein, including
    any mutually agreed upon and executed amendments or writings hereto.

    "CUSTOMERS" shall mean third parties that contract directly with Licensee to
    gain use of the Licensed Products for commercial purposes only in accordance
    the provision by Licensee to Customer of Facilities Services.


                                       1
<PAGE>

   CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
          EXCHANGE COMMISSION. BRACKETS (I.E. "[ ]") DENOTE OMISSIONS.


    "DOCUMENTATION" shall mean the operating manuals, including but not limited
    to a description of the functions performed by the SWI Software, user
    instructions, technical literature and all other related materials in the
    English language, in both eye-readable and machine-readable, printable form,
    which shall be supplied to Licensee by SWI to facilitate the use and
    application of the SWI Software as granted in the License.

    "FACILITIES SERVICES" shall mean Licensee's VOIP telephony infrastructure
    and platform designed to be used to host voice-enabled applications.

    "LICENSE" shall mean the license granted by SWI to Licensee to the Licensed
    Products in Section 2.1 of this Agreement as further described therein.

    "LICENSEE" shall mean Net2Phone, Inc, and any and all of its Affiliates.

    "LICENSED PRODUCTS" shall mean the SWI Software and/or Documentation
    provided under this Agreement to Licensee for use in connection with the
    Facilities Services.

    "NET2PHONE END USER" shall mean an individual user who uses the Licensed
    Product as a result of an agreement between Licensee and one of its
    Customers or Licensee and that individual user.

    "SWI SOFTWARE" shall mean, collectively or individually, the software
    programs described in EXHIBIT A attached hereto and made a part hereof, in
    object code format, including all corrections, modifications, enhancements
    and upgrades to such software programs which shall be provided to Licensee
    by SWI pursuant to the terms of this Agreement or any maintenance and/or
    support agreement agreed and entered into by both parties.

    "EXHIBITS" shall mean Exhibits A-G attached hereto and made a part of this
    Agreement.

SECTION 2          -- GRANT OF RIGHTS

2.1  LICENSED PRODUCTS. Subject to the terms, conditions and restrictions set
     forth in this Agreement, including payment of the applicable license fees
     described in Section 3.1 below, SWI hereby grants to Licensee and Licensee
     hereby accepts, a non-exclusive, non-transferable, irrevocable (subject to
     the terms of Section 7 below), worldwide and perpetual (subject to the
     terms of Section 7 below) right and license (i) to use and copy (as
     described in Section 2.4 below) and (ii) to sublicense (solely as necessary
     to allow Net2Phone End Users to use the Facilities Services), the SWI
     Software and as further detailed in EXHIBIT C (the "Initial Order"),
     attached and made a part hereof, and any and all related Documentation,
     solely in connection with Facilities Services provided to Customers and
     Net2Phone End Users. Any additional SWI Software and any related
     Documentation shall be ordered by Licensee under the terms of a
     sequentially alphabetized Exhibit (each, a "Subsequent Order") in the form
     substantially similar to EXHIBIT C-1, attached and made a part hereof,
     which shall provide for the Licensee to order additional Recognition Ports
     (as defined in EXHIBIT C) or other SWI Software and/or related
     Documentation for use solely in connection with Facilities Services
     provided to Customers and Net2Phone End Users. Upon execution of a
     Subsequent Order by the parties and payment of the applicable fees therefor
     by Licensee, SWI shall be deemed to have granted to Licensee, and Licensee
     shall be deemed to have accepted with respect thereto, a non-exclusive,
     non-transferable worldwide and perpetual (subject to the terms of Section 7
     below) right and license to use and copy the Licensed Product(s) listed on
     such Subsequent Order solely in connection with Facilities Services
     provided by Licensee to Customers and Net2Phone End Users.


                                       2
<PAGE>

   CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
          EXCHANGE COMMISSION. BRACKETS (I.E. "[ ]") DENOTE OMISSIONS.

2.2 INTENTIONALLY OMITTED

2.3 COPIES. Licensee may make a reasonable number of copies of the Licensed
Product(s) for Licensee's internal back-up and archival purposes only, provided
that all such copies shall bear the original and unmodified copyright, patent
and other intellectual property markings as originally delivered by SWI.

2.4 RESTRICTIONS; ACKNOWLEDGEMENT OF PROPRIETARY RIGHTS. Licensee acknowledges
that SWI retains all right, title and interest in and to the original, and any
copies, of the Licensed Product, and ownership of all patent, copyright, trade
secret, trademarks and other intellectual property rights pertaining thereto,
shall be and remain the sole property of SWI. Licensee shall not be an owner of
any copies of, or have any interest in, the Licensed Product, but rather, is
licensed, pursuant to and subject to the limitations in this Agreement, to use
such copies. Without limiting the generality of the foregoing, Licensee receives
no rights and agrees that it will not itself, or through any parent, subsidiary,
Affiliate, agent or other third party: (a) modify, port, translate, localize, or
create derivative works of the SWI Software; (b) decompile, disassemble, reverse
engineer or attempt to reconstruct, identify or discover any source code,
underlying user interface techniques or algorithms of the SWI Software by any
means whatsoever, or disclose any of the foregoing; (c) sell, lease, license,
sublicense, or market or distribute the SWI Software except as expressly
provided for in this Agreement, (d) encumber or suffer to exist any lien or
security interest on any SWI Software; (e) knowingly take any action that would
cause any SWI Software to be placed in the public domain; (f) use the SWI
Software in any computer environment not specified in EXHIBIT C OR (g)
distribute any batch or off-line processing of content using the SWI Software,
except by payment of the "port" fees as provided on EXHIBIT C, or use any speech
data files delivered by SWI except in connection with the SWI Software.

2.5 TRADEMARKS. Licensee acknowledges that SWI claims to own, and shall continue
to own, all right, title and interest in its trademarks, including
"DialogModules", "SpeechSite", "Speechify", "SpeechWorks Here", "SpeechWorks",
and the percolation noise that is part of the SWI Software, and Licensee agrees
that it will not knowingly do anything inconsistent with such claimed ownership.

2.6 FACILITIES SERVICES. SWI shall not at any time be deemed to have acquired
any right in and to the the Facilities Services, service, hardware, software,
configurations, trademarks, trade secrets related thereto, and all intellectual
property rights and know-how therein and thereto (the "System") System, except
as may be expressly provided to SWI in this Agreement or any other agreement
between the parties Except as may be required or contemplated hereby, SWI shall
not reproduce, decompile, disassemble or reverse engineer Licensee's hardware or
software in any manner whatsoever for any purpose. Except as may be required or
contemplated hereby, SWI shall not use Licensee's trademarks, trade names,
copyrights patents or logos without Licensee's prior written consent. All
Licensee's trademarks, trade names, service marks, logotypes and other
commercial symbols as well as any and all trade secrets, trade practices,
copyrights, patents, operating practices and procedures, good will, and any and
all other items tangible or intangible, used presently or in the future by
Licensee, are the assets of Licensee and shall remain Licensee's exclusive
property. Should SWI violate this provision Licensee shall be entitled to [ ]
relief as well as any other remedy available in equity, in law or both.

SECTION 3         -- CONSIDERATION; LICENSE SUPPORT AND MAINTENANCE

3.1 LICENSE FEES; UTILIZATION FEES; REPORTS.

3.1.1    In consideration of the License granted in this Agreement, Licensee
         hereby agrees to pay to SWI the license fees in the amounts and at the
         times specified in the Initial Order and, as applicable, each
         Subsequent Order, if any. The license fees for the Initial Order are
         set forth on EXHIBIT C, and the license fees for all Subsequent Orders
         are set forth on EXHIBIT D.

                                       3
<PAGE>

   CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
          EXCHANGE COMMISSION. BRACKETS (I.E. "[ ]") DENOTE OMISSIONS.


3.1.2 In addition to the foregoing license fees, Licensee agrees to pay to SWI
the following "revenue share" fees (the "Utilization Fees"): for each Customer,
Licensee shall pay to SWI an amount equal to:

                1.  [ ] and [ ] percent ([ ]%) of any revenue Licensee accrues
                    from sales of products or services by Customers in
                    connection with the Facilities Services as provided to the
                    Customer; and

                2.  [ ] and [ ] percent ([ ]%) (net of the costs outlined in
                    EXHIBIT E; "Infrastructure Costs", attached and made a part
                    hereof) for all revenue accrued by Licensee from charges
                    based upon minutes (or partial minutes rounded up to the
                    next whole minute) of use of the Facilities Services by such
                    Customer.


3.1.3  Further, in the event that either of the following conditions occur, the
       applicable revenue sharing terms set forth below would apply. In the
       event that either:


                        1.   SWI provides a lead to Licensee for a potential
                             customer with whom Licensee did not have (as of
                             the date hereof) a "pre-existing relationship"
                             (which for purposes hereof shall mean that
                             Licensee can demonstrate to SWI's reasonable
                             satisfaction that either (i) it had prior
                             discussions or (ii) was solicited by such
                             potential customer and such potential customer
                             becomes a Customer of Licensee's Facilities
                             Services; or

                        2.   SWI and Licensee co-develop a product or
                             application for a specific industry or market (a
                             "Joint Application") with each party incurring
                             their associated costs,

            then, as applicable, Licensee shall pay to SWI an amount equal to:

        (1) [ ] percent ([ ]%) of any revenue Licensee accrues from selling any
            Joint Application to such Customer; or

        (2) the lesser of (x) $[ ] cent per minute and (y) [ ]% (net of the
            costs outlined in Exhibit E; "Infrastructure Costs") for all revenue
            accrued from minutes (or partial minutes rounded up to the next
            whole minute).

      Each Customer-specific revenue share transaction will provide for payments
      to SWI for a period which is equal to the term (including any renewal) of
      the underlying agreement between Licensee and the applicable Customer and
      such obligation shall survive the expiration of the three (3) year term of
      this License Agreement; PROVIDED, that in the event that Licensee
      terminates its use of the SWI Software, the foregoing revenue share fees
      shall terminate upon delivery of certification of such termination from
      Licensee.

    Licensee shall remit to SWI within thirty (30) business days of the end of
    each fiscal quarter the amount of Utilization Fees due for the immediately
    preceding fiscal quarter, together with a report in a form reasonably
    acceptable to SWI. Notwithstanding anything contained herein to the
    contrary, the obligation of Licensee to pay the forgoing Utilization Fees
    shall terminate upon the termination of this Agreement by Licensee based
    upon the breach of this Agreement by SWI. Notwithstanding anything contained
    herein to the contrary, SWI agrees that Licensee may purchase maintenance
    and support services for any version of the SWI Software licensed


                                       4
<PAGE>

   CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
          EXCHANGE COMMISSION. BRACKETS (I.E. "[ ]") DENOTE OMISSIONS.

    hereunder which is no longer supported by SWI on a "time and materials"
    basis at SWI's then-current published rates therefor. In connection with the
    foregoing revenue share obligations set forth in Sections 3.1.2 and 3.1.3,
    the parties agree that following the initial [ ] of this Agreement, the
    parties shall review the terms of the foregoing revenue share fees and, in
    the event that they mutually agree, amend the terms of said revenue share
    including, without limitation, to provide for the inclusion of [ ] in the
    applicable calculation.


    3.1.4 Roll Over Rights.

            SWI hereby agrees that the covenants set forth in Section 3.1 above
            with respect to license fees shall be extended to all entities of
            which Licensee owns (or acquires such interest in), at the relevant
            time, more than fifty percent (50%) of the voting shares. Further,
            in the event that Licensee owns an equity interest in a third party
            which is fifty percent (50%) or less, then:

                (i) in the event that such third party is already a customer of
                    SWI, then SWI agrees that it shall allow (1) such third
                    party to pay to SWI the difference between (x) the license
                    fees which said third party had previously agreed to pay
                    (such other fee to be known herein as the "Original Fee")
                    and (y) the license fees applicable to Licensee and (2)
                    Licensee to pay the balance of the Original Fee; and

                (ii) in the event that such third party is not already a
                    customer of SWI, then SWI may in its discretion enter in to
                    a license agreement with such third party and in the event
                    that such third party and SWI agree on the applicable
                    license fees, then Licensee shall have the opportunity to
                    supplement such license fee payments as contemplated by
                    clause (i) above.

            The parties agree that the revenue share provisions set forth above
            shall apply to any party described in this Section 3.1.4 which is
            licensing SWI Software for use with the Facilities Services as
            described in this Agreement.


3.1.5 Most Favored Pricing. The following fee provisions shall apply to the
license and maintenance and support fees, SWI professional services fees
requested by Licensee, and text-to-speech (TTS) licenses which have been agreed
to by Licensee in this Agreement or in the Professional Services Agreement (PSA)
or under an applicable Statement Of Work (SOW) under the Professional Services
Agreement. During the Term of this Agreement, the PSA or any applicable SOW
under such PSA, SWI agrees that it shall provide the [ ] to Licensee and its
Affiliates [ ] in a transaction (considering all relevant material terms,
including per port and revenue share, if any, terms) in which [ ] or [ ]. In the
event that SWI [ ], it shall thereafter [ ] and [ ] and [ ] and [ ] to be [ ].

3.1.6 SpeechSite Terms.In consideration of the Initial Order agreed to by
Licensee, SWI agrees that it shall grant to Licensee, upon SWI's standard terms
for the subject product and related services, a [ ] license to use SWI's product
known as SpeechSite for its own internal use for up to three thousand (3000)
names. In addition, SpeechCare services shall be provided by SWI [ ] for a
period of [ ] ([ ]) year following installation . In consideration of the mutual
agreements of the parties hereunder, the parties agree to enter into a joint
marketing agreement which shall contain terms substantially similar to those set
forth on EXHIBIT E, attached and made a part hereof


                                       5
<PAGE>

   CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
          EXCHANGE COMMISSION. BRACKETS (I.E. "[ ]") DENOTE OMISSIONS.

3.2 TAXES. Licensee shall pay or reimburse all federal, state and local taxes
(exclusive of taxes on SWI's net income) and assessments, if any, arising on or
measured by amounts payable to SWI under this Agreement, or furnish SWI with
evidence acceptable to the taxing authority to sustain an exemption therefrom.

3.3 LICENSE SUPPORT AND MAINTENANCE. Support and maintenance services shall be
provided in accordance with the terms and conditions set forth in EXHIBIT B
attached and made a part hereto, in consideration of the payment by Licensee of
an annual fee equal to the applicable percentage for the level of service
elected (Basic, Extended or Around-the-Clock) of the then-published list price
for the SWI Software licensed hereunder. SWI's obligation to provide maintenance
and support services to Licensee shall survive termination of this Agreement
(except in the case of a termination arising out of the breach of this Agreement
by Licensee) for all periods for which Licensee has paid the applicable
maintenance and support fees.

3.4 RECORDS; AUDIT. Licensee agrees to keep all usual and proper records and
books of account and all usual and proper entries relating to each transaction
involving any SWI Software and Utilization Fees for a period of three (3) years
after the later of the year in which such transaction occurs or the year in
which payment is made to SWI for such transaction. Upon [ ] ([ ]) days written
notice, to occur no more than twice during a calendar year, SWI may cause an
audit and/or inspection to be made of the applicable Licensee records and
facilities in order to verify statements issued by Licensee and Licensee's
compliance with the terms of this Agreement. Within thirty (30) days of notice
by SWI to Licensee of any error or omission disclosed by such audit with
sufficient explanatory materials, Licensee will make prompt adjustment and
reimbursement to SWI of such error or omission. Any such audit will be conducted
by SWI employees, agents or accountants during regular business hours at
Licensee's facilities. Licensee agrees to provide SWI's designated audit or
inspection team access to the relevant records and facilities. Any such audit
will be [ ,] PROVIDED, HOWEVER, that in the event that such audit uncovers a
shortfall of payments for the software that exceeds [ ] percent ([ ]%) or more
of the amounts paid to SWI, Licensee shall reimburse SWI for the costs of such
audit. [ ] agrees that [ ] the [ ] to conduct an audit of the proper books and
records of [ ] in order to [ ] that [ ] has [ ] with the [ ] of Section 3.1.5 of
this Agreement.

3.5 LICENSEE OBLIGATIONS. Licensee will use reasonable efforts to (a) market,
promote and solicit the sale of the Facilities Services to potential customers;
(b) INTENTIONALLY OMITTED (c) promote the name of SWI and all of the SWI
Software as part of the Facilities Services; (d) represent the SWI Software as
part of the Facilities Service accurately and fairly and at all times avoid
misleading or unethical business practices; and (e) at all times comply with all
laws and regulations applicable to the conduct of its business (f) promptly
inform SWI about new problems or errors with any of the SWI Software which are
reported by Net2Phone End Users directly to Net2Phone or discovered by Licensee;
(g) provide SWI, within thirty (30) days following the end of each calendar
quarter, and thirty (30) days after the termination or expiration of this
Agreement for the final full or partial month, a written report reasonably
detailing the amount of fees due hereunder certified to and signed by a duly
authorized representative of Licensee; (i) notify SWI in writing of any claim or
proceeding involving the SWI Software or any portion thereof promptly after
Licensee learns of such claim or proceeding; (j) notify SWI if it becomes aware
of any Customer breach of this Agreement or any Customer Agreement as it relates
to the Customer's use of the SWI Software, and give SWI all reasonable
assistance in connection with any proceedings which SWI may institute against
any person, entity or Customer related to such breach; (k) submit to SWI for
review a written summary describing the manner in which the SWI Software is
incorporated into the Facilities Service and describing the operation of the
Licensed Product., (l) [ ,] Licensee [ ] provide SWI with written non-binding,
rolling four quarter forecasts for purchase orders to be submitted by Licensee
to [ ,] and (m) advise SWI concerning charges, complaints or


                                       6
<PAGE>

   CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
          EXCHANGE COMMISSION. BRACKETS (I.E. "[ ]") DENOTE OMISSIONS.

claims by Customers about SWI or the SWI Software. The parties may confer from
time to time on matters relating to market conditions, sales forecasting, and
product planning.


SECTION 4          -- CONFIDENTIAL INFORMATION

4.1 CONFIDENTIAL INFORMATION. Either party may from time to time disclose (the
"DISCLOSING PARTY") to the other party (the "RECEIVING PARTY") certain
Confidential Information (as hereinafter defined) of the Disclosing Party.
Except as expressly permitted by this Agreement, for a period of [ ] ([ ]) years
from the termination of this Agreement, the Receiving Party shall protect the
Confidential Information of the Disclosing Party from unauthorized
dissemination, using the same degree of care which the Receiving Party
ordinarily uses with respect to its own proprietary information, but in no event
with less than reasonable care. The Receiving Party shall not use the
Confidential Information of the Disclosing Party for any purpose not expressly
permitted by this Agreement, and shall limit the disclosure of the Confidential
Information of the Disclosing Party to the employees, representatives or agents
of the Receiving Party who have a need to know such Confidential Information for
purposes of this Agreement, and who are, with respect to the Confidential
Information of the Disclosing Party, aware of the confidentiality obligation
under this Agreement and agree to be bound by confidentiality terms no less
restrictive than those contained herein. Notwithstanding the foregoing,
Confidential Information may be disclosed if such disclosure is required by law
or by the order or a court or similar judicial or administrative body; PROVIDED,
HOWEVER, that the Receiving Party shall notify the Disclosing Party of such
requirement immediately and in writing, and shall cooperate reasonably with the
Disclosing Party, at the Disclosing Party's expense, in the obtaining of a
protective or similar order with respect thereto.


4.2 DEFINITION OF CONFIDENTIAL INFORMATION. For purposes of this Agreement, the
term "Confidential Information" shall mean (a) the SWI Software, in object form,
and any related technology, idea, algorithm or information contained therein,
including without limitation any trade secrets related to any of the foregoing;
(b) any information of a party in any form, including but not limited to, a
party's product plans, designs, costs, prices and names; non-published financial
information, marketing plans, business opportunities, personnel, research,
development or know-how; (c) any information designated by the Disclosing Party
as confidential, whether in writing or oral,; and (d) the terms and conditions
of this Agreement; PROVIDED, HOWEVER that "Confidential Information" will not
include information that: (i) is or becomes generally known or available by
publication, commercial use or otherwise through no fault of the Receiving
Party; (ii) is known and has been reduced to tangible form by the Receiving
Party at the time of disclosure and is not subject to restriction; (iii) is
independently developed by the Receiving Party without use of the Disclosing
Party's Confidential Information; (iv) is lawfully obtained from a third party
who has the right to make such disclosure; or (v) is released for publication by
the Disclosing Party in writing.

4.3 RETURN OF CONFIDENTIAL INFORMATION. The Receiving Party shall return to the
Disclosing Party, destroy or erase all Confidential Information of the
Disclosing Party in tangible form: (a) upon the written request of the
Disclosing Party; or (b) upon the expiration or termination of this Agreement,
whichever comes first, and in both cases, the Receiving Party shall certify
promptly and in writing that it has done so.


                                       7
<PAGE>

   CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
          EXCHANGE COMMISSION. BRACKETS (I.E. "[ ]") DENOTE OMISSIONS.

SECTION 5          -- LIMITED WARRANTY AND DISCLAIMER

5.1 WARRANTY OF AUTHORITY. SWI represents and warrants that it has the right and
authority to grant to Licensee the rights and licenses set forth herein.

5.2 LIMITED WARRANTY. Subject to the limitations and exceptions set forth in
this Section 5.2 and in Section 6.3 ("Limitation of Liability; Licensee
Indemnity"), SWI warrants: (a) for a period of [ ] commencing on [ ] ("Warranty
Period") that the SWI Software, installed by Licensee in accordance with SWI's
published instructions provided to Licensee by SWI under this Agreement, will
conform to the Documentation and that the [ ] which the [ ] is [ ], will not [ ]
any [ ] or any [ ], or [ ] including, but not limited to, [ ], [ ] or [ ] that
[ ] have the [ ] or be used to [ ], [ ], [ ], [ ] or [ ] any [ ] or other [ ]
and shall be [ ], [ ] or [ ]; (b) that it has the right to grant the Licenses
to the Licensed Product; (c) that the Licensed Product media, as delivered by
SWI, will be free from any defect in material and workmanship; (d) that the
Licensed Product shall comply with all applicable federal, state or local
rules, regulations or laws and that, in the event the Licensed Product
requires updating or modifications to enable it to comply with such rules,
regulations or laws, SWI shall [ ] the appropriate [ ] to the [ ] at [ ] to
[ ]; (e) that the Documentation provided by SWI hereunder accurately
describes the SWI Software; (f) that each of SWI's employees, agents or
subcontractors assigned to perform any services hereunder, including training
and/or maintenance services, shall have the proper skill, training and
background to perform such services, that such services will be performed in
a competent and professional manner consistent with industry standards, and
that its employees, agents and subcontractors will observe any working rules
and/or schedules of Licensee of which SWI or such employee(s) is given prior
notice. In the event SWI breaches any of the foregoing warranties provided
herein, SWI shall first cure such breach immediately or in the event that SWI
determines in its reasonable judgment that the foregoing is not commercially
reasonable, it may then terminate this Agreement under the terms of Section 7
below and [ ] a [ ] of [ ]under this Agreement. In the event of nonconformity
of the SWI Software to the Documentation, Licensee shall promptly notify SWI
and provide SWI with all available information in written or electronic form
so that SWI can reproduce any such nonconformity.

5.3 DISCLAIMER. THE FORGOING PROVISIONS OF THIS SECTION 5 STATE SWI'S SOLE AND
EXCLUSIVE WARRANTY AND SOLE AND EXCLUSIVE OBLIGATION TO LICENSEE FOR BREACH OF
WARRANTY. EXCEPT FOR THE EXPRESS WARRANTIES STATED IN THIS SECTION 5, SWI MAKES
NO ADDITIONAL WARRANTY, EXPRESS OF IMPLIED, STATUTORY OR OTHERWISE, AS TO ANY
MATTER WHATSOEVER AND ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS ARE EXPRESSLY
EXCLUDED.


SECTION 6         - INFRINGEMENT MATTERS; INDEMNITIES



6.1  INDEMNITY. SWI agrees to indemnify, defend and to settle, and hold
     Licensee, its officers, agents and employees (collectively the "Indemnified
     Parties") harmless from and against any and all loss, cost, damage or
     liability, including reasonable counsel fees and costs, and collection
     thereof, as a result of any claim or cause of action asserted against any
     or all Indemnified Party(ies) by any third party including, but not limited
     to, Net2PhoneEnd Users or Customers as described under this Agreement, that
     is related to (i) a claim that any Indemnified Party's use of the Licensed
     Product, including but


                                       8
<PAGE>

     not limited to the SWI Software or any related Documentation or any portion
     thereof in accordance with the scope of this Agreement infringes or
     violates any U.S. patent, trademark, copyright or other intellectual
     property right, or (ii) any unlawful disclosure or use or misappropriation
     of a trade secret or other intellectual property right of such third party
     ("Infringement Claim"). Licensee agrees that SWI shall have the foregoing
     obligation only if Licensee provides SWI with: (a) prompt written
     notification of the claim or action; (b) sole control over the defense or
     settlement thereof; and (c) all available information, reasonable
     assistance and reasonable authority to settle and/or defend any such claim
     or action. Licensee may participate in the defense of the claims by counsel
     of its own choosing, at its cost and expense. Notwithstanding anything
     contained in this Section 6.1 to the contrary, SWI agrees that it shall not
     settle any claim hereunder the settlement of which adversely impacts
     Licensee without Licensee's consent, which consent shall not be
     unreasonably withheld, conditioned or delayed.

6.2  Each party shall give prompt notice of any such claim to the other. SWI
     shall have the right to control and direct the investigation, defense and
     settlement of each such claim. Licensee shall reasonably cooperate with SWI
     in connection with the foregoing. Should the Licensed Product or any part
     thereof as used by Licensee become, or in SWI's opinion be likely to
     become, the subject of an Infringement Claim, SWI shall at its sole expense
     either: (i) procure for Licensee the right to continue to use the Licensed
     Product as contemplated hereunder, or (ii) modify the Licensed Product to
     eliminate any Infringement Claim which might result from its use hereunder,
     provided that the Licensed Product's performance must remain the same as
     provided in the Documentation or (iii) replace the Licensed Product with an
     equally suitable, compatible and functionally equivalent non-infringing
     Licensed Product at no additional charge to Licensee. If none of these
     options is reasonably available to SWI, then this Agreement may be
     terminated at the option of either party hereto without further obligation
     or liability on the part of either party hereto [ ] that [ ] to [ ] to [ ]
     a [ ] to a [ ] of the [ ] and [ ] for the [ ] then in effect, if any, [ ].
     In the event of a termination by SWI, SWI shall [ ] (to the extent legally
     permissible) over a [ ] of [ ] with [ ] to an [ ]. Except as provided in
     Section 6.1 above, the foregoing provisions of this Section 6.2 state SWI's
     sole obligation and Licensee's exclusive remedy.

6.3  LIMITATION OF LIABILITY; LICENSEE INDEMNITY. SWI will have no liability
     under this Section 6 or the limited warranty provided for in Section 5.2
     ("Limited Warranty") for any claim or action where: (a) such claim or
     action would have been avoided but for modifications of the SWI Software,
     or portions thereof, made after delivery to Licensee, unless such
     modifications were authorized or approved by SWI; (b) such claim or action
     would have been avoided but for the combination or use of the SWI Software,
     or portions thereof, with other products, processes or materials, unless
     such combination or use was authorized or approved by SWI; (c) Licensee
     continues allegedly infringing activities after being notified thereof or
     after being informed of modifications that would have avoided the alleged
     infringement; or (d) Licensee's use of the SWI Software is not in
     accordance with the terms of this Agreement. Licensee agrees to indemnify
     and hold SWI harmless from and against all losses, damages and expenses,
     including reasonable attorney's fees, in connection with any claims brought
     against SWI and its officers, employees, agents or subcontractors arising
     as a result of any of the conditions described in clauses (a) through (d)
     above. SWI agrees that Licensee shall be released from the foregoing
     obligation unless SWI provides Licensee with: (i) prompt written
     notification of the claim or action; (ii) sole control and authority over
     the defense or settlement thereof; and (iii) all available information,
     assistance and authority to settle and/or defend any such claim or action.

6.4  SWI, at its expense, shall indemnify and hold Licensee harmless, and defend
     any action brought against Licensee with respect to any claim, demand,
     cause of action, judgment, proceeding, debt,


                                       9
<PAGE>

   CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
          EXCHANGE COMMISSION. BRACKETS (I.E. "[ ]") DENOTE OMISSIONS.

     liability cost or expense, including reasonable attorneys' fees and
     collection thereof, arising out of or relating to claims for personal
     injury or property damage resulting, directly or indirectly from the
     performance of SWI's obligations hereunder or the negligence or willful
     misconduct of SWI, its agents, employees or representatives.

6.5  LIMITATION OF LIABILITY. (A) Except with respect to breaches of Section 4,
     5, 6.1, 6.2 or 6.4, SWI's total liability to Licensee and its officers,
     customers and employees for any claim arising under this Agreement, or
     otherwise arising from the transactions contemplated under this Agreement,
     regardless of the form of action (including, but not limited to actions for
     breach of contract, negligence, strict liability, rescission and breach of
     warranty) will not exceed the lesser of (x) the aggregate fees actually
     paid to SWI, or (y) the actual damages sustained by Licensee.

     (B) Except with respect to breaches of Section 2, 3, 4 or 6.3, Licensee's
     liability to SWI and its officers, agents, customers and employees for any
     claim arising under this agreement or otherwise arising from the
     transactions contemplated herein, regardless of the form of action
     (including, but not limited to actions for breach of contract, negligence,
     strict liability, rescission and breach of warranty) will not exceed the
     lesser of (a) the aggregate fees actually paid to SWI under and during the
     term hereof, or (b) the actual damages sustained by SWI.

6.6  NO CONSEQUENTIAL DAMAGES. EXCEPT WITH RESPECT TO BREACHES BY LICENSEE OF
     SECTION 2, 3, 4 or 6.3, OR BREACHES BY SWI OF SECTION 4, 5, 6.1, 6.2 OR
     6.4, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY [ ] OR [ ],
     INCLUDING, BUT NOT LIMITED TO, [ ] AND [ ], EVEN IF THE OTHER PARTY HAS
     BEEN [ ] THE [ ] OF [ ].

SECTION 7         -- TERMINATION

7.1  TERM. This Agreement will commence on the Effective Date and unless
     terminated earlier in accordance with the terms hereof, will continue in
     effect for a period of three (3) years (the "Term"); PROVIDED, that all
     licenses purchased hereunder prior to the expiration of the Term shall be
     perpetual (subject to the further termination provisions hereof).

7.2 TERMINATION BY EITHER PARTY. Either party may terminate this Agreement: (a)
immediately upon giving notice in writing to the other party if such other party
commits a material breach of this Agreement and shall have failed to cure such
breach within thirty (30) days of receipt of a request in writing from the
notifying party to do so; (b) if either party files or has filed against it a
petition in bankruptcy, has a receiver appointed to handle its assets or affairs
or admits that it is insolvent or is otherwise unable to pay its debts as they
mature; provided, that in the event of an involuntary filing, the applicable
party shall have sixty (60) days to obtain a dismissal of such claim or (c) if
the one party purposefully infringes the other party's intellectual property or
commits, or knowingly permits any third party to commit, any breach of
confidentiality obligations owed to the other party . Notwithstanding the
foregoing, Licensee shall have the right with or without cause, to terminate
this Agreement, upon sixty (60) days written notice to SWI. Notwithstanding
anything contained herein to the contrary, Licensee agrees that a breach by SWI
of its obligations under Section 5 shall not be deemed to be a material breach
but instead shall be subject to the exclusive remedies set forth in Section 6.2
("Limited Remedies").

7.3 TERMINATION BY SWI. SWI may terminate this Agreement immediately upon giving
[ ] ([ ]) days notice in writing to Licensee (a) if Licensee fails to pay any
sums due to SWI pursuant to the terms of this Agreement within [ ] ([ ]) days of
the due date or (b) if Licensee infringes SWI's intellectual


                                       10
<PAGE>

   CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
          EXCHANGE COMMISSION. BRACKETS (I.E. "[ ]") DENOTE OMISSIONS.

property or commits, or permits any third party to commit, any breach of
confidentiality obligations owed to SWI.

7.4 EFFECT OF TERMINATION. Immediately upon the termination of this Agreement in
accordance with Sections 7.2 or 7.3 above, (a) except in connection with a
termination arising out of a breach of this Agreement by SWI, Licensee shall
immediately cease use of the SWI Software (in any form, including partial copies
in its possession or under its control), and, within thirty (30) days of such
termination, return all copies of the SWI Software to SWI, and certify in
writing to SWI that no copies have been retained by it; and (b) any outstanding
amounts due to SWI hereunder shall immediately become due and payable.

7.5 SURVIVAL. Notwithstanding anything to the contrary in this Section 7, the
provisions of Sections 3, 4, 5, 6, 7, and 8 shall survive termination of this
Agreement.

SECTION 8          --  GENERAL TERMS

8.1 ASSIGNMENT. Except as otherwise expressly provided in this Agreement neither
party shall be entitled to assign or otherwise transfer rights or obligations
under this Agreement whether in whole or in part, except with the prior written
consent of the other party except that either party may transfer this Agreement
to a successor to its business; provided that such proposed successor is not
reasonably deemed by the non-transferring party to be a competitor of the
non-transferring party.

8.2 FORCE MAJEURE. Except for the obligation to make payments, nonperformance of
either party shall be excused to the extent that performance is rendered
impossible by strike, fire, flood, governmental acts or orders or restrictions,
failure of suppliers, or any other reason where failure to perform is beyond the
reasonable control of the nonperforming party.

8.3 NOTICES. Any required notices hereunder shall be given in writing, including
electronic form and facsimile, at the address of each party set forth above, or
to such other in the manner contemplated herein, and shall be deemed served when
delivered or, if delivery is not accomplished by reason or some fault of the
addressee, when tendered.

8.4 RELATIONSHIP BETWEEN THE PARTIES. In all matters relating to this Agreement,
Licensee and SWI shall act as independent contractors. Except as may be
otherwise expressly permitted hereunder, neither party will represent that it
has any authority to assume or create any obligation, expressed or implied, on
behalf of the other party, or to represent the other party as agent, employee,
or in any other capacity. Neither party shall have any obligation, expressed or
implied, except as expressly set forth herein. Notwithstanding anything
contained herein to the contrary, Net2Phone, Inc. shall remain primarily liable
for all obligations of any Affiliate.

8.5 GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of New York without giving effect to
principles of conflicts of laws.

8.6 INJUNCTIVE RELIEF. The parties recognize and acknowledge that any use or
disclosure of either party's Confidential Information in a manner inconsistent
with the provisions of this Agreement may cause the party irreparable damage for
which remedies other than injunctive relief may be inadequate, and the parties
agree that in any request by the other party to any court of competent
jurisdiction for injunctive or other equitable relief seeking to restrain such
use or disclosure, the parties will not maintain that such remedy is not
appropriate under the circumstances.

8.7 EXPORT CONTROLS; GOVERNMENT USE. The parties agree and certify that neither
the SWI Software nor any Confidential Information will be exported or
re-exported outside the United States except as authorized and as permitted by
the laws and regulations of the United States.


                                       11
<PAGE>

   CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
          EXCHANGE COMMISSION. BRACKETS (I.E. "[ ]") DENOTE OMISSIONS.


8.8 ENTIRE AGREEMENT; HEADINGS; COUNTERPARTS. This Agreement constitutes the
entire agreement and understanding between the parties with respect to the
subject matter hereof, and supersedes all prior agreements, arrangements and
undertakings between the parties. No addition to or modification of any
provision of this Agreement shall be binding upon the parties unless made by a
written instrument signed by a duly authorized representative of each of the
parties. The headings to the sections of this Agreement are for ease of
reference only and shall not affect the interpretation or construction of this
Agreement. This Agreement may be executed in counterparts, each of which shall
be deemed to be an original and all of which shall be deemed to be an original
instrument.

8.9 PARTIAL INVALIDITY; WAIVER. If any provision of this Agreement or the
application thereof to any party or circumstances shall be declared void,
illegal or unenforceable, the remainder of this Agreement shall be valid and
enforceable to the extent permitted by applicable law. In such event, the
parties may replace the invalid or unenforceable provision by a provision that,
to the extent permitted by applicable law, achieves the purposes intended under
the invalid or unenforceable provision. Any deviation by either party from the
terms and conditions with applicable laws, rules and regulations shall not be
considered a breach of this Agreement. No failure of either party to exercise
any power or right given either party hereunder or to insist upon strict
compliance by either party with its obligations hereunder, and no custom or
practice of the parties at variance with the terms hereof shall constitute a
waiver of either party's right to demand exact compliance with the terms hereof.



                                       12
<PAGE>


   CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
          EXCHANGE COMMISSION. BRACKETS (I.E. "[ ]") DENOTE OMISSIONS.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their respective duly authorized representative as an instrument under seal
effective as of the Effective Date.


SPEECHWORKS INTERNATIONAL, INC.               Net2Phone, Inc.

By:_________________________                  By:____________________________

Name:                                         Name:

Title:                                        Title:


ATTACHED EXHIBITS:
EXHIBIT A -   SWI Software
EXHIBIT B -   Maintenance and Support Terms
EXHIBIT C -   Initial Order
EXHIBIT C-1 - Form of Subsequent Order
EXHIBIT D -   License Fees for Subsequent Orders
EXHIBIT E-    Infrastructure Costs










                                       13
<PAGE>

   CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
          EXCHANGE COMMISSION. BRACKETS (I.E. "[ ]") DENOTE OMISSIONS.

                                    EXHIBIT A
                                  SWI SOFTWARE

SWI SOFTWARE: the following software is available for licensing under the terms
of the Agreement to which this Exhibit is attached as follows:

SPEECHWORKS(R)is a solution for speech-enabling transactional applications over
the telephone. packaged as six functional components:

         1. SPEECHWORKS SMARTRECOGNIZER-TM- recognizes words or phrases from
         individual vocabularies in the call flow and provides processing of
         phrases and sentences. This engine supports a range of hardware
         platforms and scales to thousands of phone lines. Its features include:

         2. SPEECHWORKS DIALOGMODULES-TM- are high-level building blocks
         representing frequently used caller interactions that developers can
         assemble and integrate into applications. Each DialolgModule
         encapsulates a particular task such as capturing a "yes" or "no"
         response or creating a voice menu. The DialogModules are made available
         in three bundles/packages.

              A. BASE: Includes recognition kernel, reporting tools, and the
              following DialogModules:
              ALPHANUMERIC STRING - Collects a string of connected (pauses are
              not required) numbers and letters. Patterns or a list of valid
              strings can be specified.
              CONTINUOUS DIGITS - Recognizes a string of connected digits only.
              Constraints such as string length or the allowed values can be
              specified.
              ITEM LIST - Lets callers speak words or phrases from a list (up to
              250 words), e.g. "Please say the name of the person you are
              calling?" or "What stock would you like to buy?"
              VOICEMENU - Lets callers choose a word or phrase from a list
              (maximum of 20). Menus are similar to ItemLists, but shorter so
              that the prompt can read each item to the caller.
              YESNO - Performs the essential function of identifying affirmative
              and negative responses from callers.

              B. EXTENDED: Includes Base DialogModules, recognition kernel,
              reporting tools, and the following DialogModules:
              CREDITCARDNUMBER - Collects a credit card number. Can understand
              the major credit cards and many private label cards from retailers
              CCEXPDATE - Collects the expiration date for a credit card,
              usually month and year. It recognizes the last day of a given
              month as well.
              CURRENCY - Lets callers speak a monetary value in a natural way,
              e.g., "One hundred twenty-five dollars and thirty two cents. Non
              US dollars can be customized.
              DATE - Collects dates in several formats, e.g., June Fourth or
              6/4/70, nicknames can be mapped, e.g., Christmas or today,
              allowing callers to speak a date in a natural way
              ITEMLIST - Up to 2,500 words
              NATURALNUMBERS - Collects whole numerical amounts; callers can say
              "fifty four hundred". Vocabulary for units can also be added, as
              in "a thousand boxes".
              SOCIALSECURITYNUMBER - Collects a 9-digit US Social Security
              number. Illegal numbers, such as those beginning with three
              zeroes, are screened out
              SPELLING - Recognizes individual letters so that callers may
              choose to spell out a request.

                                       14
<PAGE>


   CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
          EXCHANGE COMMISSION. BRACKETS (I.E. "[ ]") DENOTE OMISSIONS.

              TIMEOFDAY - Collects a naturally spoken time of day. Callers can
              use 12-hour or 24-hour times, as well as prefix words such as
              "about" and "around TELEPHONENUMBER - Collects a phone number in
              the "North American Numbering Plan" consisting of ten, seven or
              three digits. It allows common phrases such as "area code" and
              "one eight hundred".
              ZIPCODE - Recognizes a five and/or nine digit United States ZIP
              code

              C. PROFESSIONAL NL (NATURAL LANGUAGE): Includes Extended
              DialogModules, recognition kernel, reporting tools, and the
              following DialogModules:
              ITEMLIST - Greater than 2,500 words or phrases
              CUSTOMCONTEXT - Provides the ability to run the results of custom
              modules created with the Software Development Kit.
              The Professional NL will typically require some level of
              SpeechWorks custom development services or development support.
              NAME - Available with Release 6.0 making it easier to collect a
              person's first, last or first and last names where the names are
              completely unknown. Speech Attendant apps should continue using
              the ItemList DialogModules
         3. SPEECHWORKS REPORTING AND ANALYSIS TOOL is bundled with each of the
         DialogModule packages. The tool generates text diagnostic reports about
         applications based on call logging data. The reports included are:

              CALL-START - displays a percentage breakdown by one hour time
              period of when calls are initiated helping to identify peaks in
              system usage.
              CALL-LENGTH - displays a percentage breakdown of calls by duration
              tracking the efficiency of user interface improvements that result
              in the reduction of call length.
              MODULE TRANSACTION RESULTS - summarizes execution results for each
              DialogModule presenting an overall success rate. Success rates
              lower than 90% indicate problem areas.
              MODULE CALLFLOW RESULTS - summarizes results of each attempt to
              collect the primary DialogModule data from the caller. High values
              for denied confirmation and rejection indicate that recognition is
              not performing well.
              CONTEXT RESULTS - summarizes the result of each recognition event.
              This report illustrates a complete picture of the caller
              experience at the transaction level.
              MODULE VOCABULARY RESULTS - summarizes results classified by the
              answer returned by the recognizer via a DialogModule. This report
              can be used to give an indication of a) how effective the system
              recognized a caller's utterance and b) how easily callers were
              able to clarify/confirm what was said.
              CONTEXT STATS - summarizes various additional statistics for each
              recognition context. This report allows quick identification of
              problem contexts indicating that improvements are required

         4. SPEECHWORKS SOFTWARE DEVELOPMENT KIT (SDK) includes the following
         suite of editors and utilities for configuring DialogModules, providing
         service management functions, and supporting ongoing tuning and
         maintenance: VOCABULARY EDITOR (VED), GRAMMAR DEVELOPMENT TOOLS AND
         APPLICATION TUNING TOOLS. Included with the SDK are Four (4)
         Professional NL Run Time Port licenses, for development purposes only.

         5. SPEECHWORKS VOCABULARY LIBRARIES supply pre-packaged and
         continuously maintained language contexts for spoken words/phrases. The
         User Interface for the application using these libraries is not
         included. The following libraries are currently available: (i) Stock


                                       15
<PAGE>

   CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
          EXCHANGE COMMISSION. BRACKETS (I.E. "[ ]") DENOTE OMISSIONS.

         Names & Symbols Vocabulary, (ii) Mutual Fund Names & Symbols Vocabulary
         and (iii) Address Vocabulary.

         6.TTS SPEECHIFY(TM) TEXT-TO-SPEECH SOFTWARE. Speechify software
         consists of two components: (1) a "server" and (2) a "client software
         development kit". The server and client run on two separate machines
         and communicate over a network using TCP/IP. The server consists of an
         executable file (the "Engine") containing proprietary text-to-speech
         synthesis algorithms, the scripts to start the Engine, and the data
         files required by the Engine to perform syntheses. The Engine receives
         text input from a client, synthesizes the text into audio, then streams
         the audio back to the client. The client SDK consists of a software
         library that offers an API and documentation for that API so that a
         developer can incorporate the library into their own applications. Once
         incorporated, the developer's application can make synthesis requests
         to the server and receive audio.

         This Exhibit may be amended by SWI upon thirty days prior written
         notice to Licensee; provided that any Subsequent Order received by SWI
         prior to delivery to Licensee of a new EXHIBIT A shall be binding upon
         SWI.


                                       16
<PAGE>

   CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
          EXCHANGE COMMISSION. BRACKETS (I.E. "[ ]") DENOTE OMISSIONS.


                                    EXHIBIT B
                          MAINTENANCE AND SUPPORT TERMS

    Pursuant to Section 3.3 of the Agreement, SWI shall provide to Licensee the
Maintenance and Support Services described in this Exhibit. In the event of a
conflict of terms with respect to Maintenance and Support Services between the
Agreement and this Exhibit, the terms of this Exhibit shall govern.

SECTION 1         -- DEFINITIONS

1.1 DEFINED TERMS. Terms used and not otherwise defined in this Exhibit shall
have the meanings set forth in the Agreement. In addition, the following terms
as used in this Exhibit shall have the meanings set forth below:

    "COVERED SOFTWARE" shall mean the SWI Software and any Custom Software for
    which SWI is obligated to provide Maintenance and Support Services.

    "CUSTOM SOFTWARE" shall mean the specific computer programs developed (or
    to be developed) by SWI and described on Annex 2 to this Exhibit.

    "CUSTOM SOFTWARE DOCUMENTATION" means the written description of the
    functions performed by the Custom Software, user instructions, and technical
    literature supplied to Licensee by SWI to facilitate the use and application
    of the Custom Software.

    "EFFECTIVE DATE" shall have the meaning set forth on Annex 1 hereto.

    "ERROR" shall mean any failure of the SWI Software to conform in all
    material respects to Documentation or, in the case of Licensee Software, the
    failure to conform to the Custom Software Documentation; PROVIDED, HOWEVER,
    any nonconformity resulting from (a) Licensee's misuse, improper use,
    alteration, or damage of any Covered Software, (b) Licensee's failure to
    implement all Updates issued to Licensee; or (c) combining or merging any
    Covered Software with any hardware or software not supplied or identified as
    compatible by SWI, shall not be considered an Error.

    "EXHIBIT" shall mean this Exhibit and Annex 1 and Annex 2 attached hereto,
    including any written amendments hereto or thereto.

    "LEVEL 1 ERROR" shall mean an Error that reduces by fifty percent (50%) or
    more the service, operation or transaction processing capabilities of the
    Covered Software.

    "LEVEL 2 ERROR" shall mean an Error, other than a Level 1 Error, that
    reduces by ten percent (10%) or more the service, operation or transaction
    processing capabilities of the Covered Software.

    "LEVEL 3 ERROR" shall mean an Error that causes an operational problem with
    the Covered Software that is not a Level 2 or 3 Error.

    "LEVEL 4 ERROR" shall mean any other Error that is not a Level 1, 2 or 3
    Error including, without limitation, Documentation or administrative screen
    errors, such as typographical errors, screen format errors or syntax errors.


                                       17
<PAGE>

   CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
          EXCHANGE COMMISSION. BRACKETS (I.E. "[ ]") DENOTE OMISSIONS.

    "MAINTENANCE AND SUPPORT SERVICES" shall mean the services described in
    Section 2 of this Exhibit subject to the exclusions set forth in Sections 4
    and 7 of this Exhibit.

    "SUPPORT PLAN" shall mean the maintenance option that Licensee elects
    pursuant to Section 2.1 of this Exhibit.

    "UPDATES" means a release or version of the SWI Software containing
    functional enhancements, modifications, extensions, and/or Error
    corrections. The content and timing of all Updates shall be decided upon by
    SWI in its sole discretion and will generally include changes that correct
    defects as well as upgrade the SWI Software to the most current release or
    version of the SWI Software then being generally marketed by SWI.

SECTION 2         - MAINTENANCE AND SUPPORT SERVICES

2.1 ELECTION OF SUPPORT OPTION. Licensee hereby elects the Support Plan
designated on ANNEX 1 hereto for the initial twelve-month period following the
Effective Date. Such designation shall remain in effect for each subsequent
twelve-month period that the provisions of this Exhibit are in effect (as
provided in Section 6), unless Licensee delivers a purchase order to SWI
requesting a change in the Support Plan at least ninety (90) days prior to
beginning of the twelve-month period in which Licensee desires such change to
take effect (or such shorter period as SWI may approve). The Support Plan that
Licensee selects shall apply to all Covered Software.

2.2 CONDITION TO SWI OBLIGATIONS. Unless Licensee has paid all fees set forth in
Section 5 of this Exhibit in a timely manner, SWI shall have no obligation to
provide to Licensee the Maintenance and Support Services applicable under the
Support Plan.

2.3 SCOPE OF MAINTENANCE AND SUPPORT SERVICES. (a) The Maintenance and Support
Services to be provided hereunder are intended only to correct Errors (subject
to service level provisions of Section 2.8) and to provide Updates to the SWI
Software. This Exhibit does not provide for enhancements, Updates, or new
features or functionality for any Custom Software.

     (b) The Maintenance and Support Services may be purchased pursuant to this
Exhibit for the SWI Software, or the SWI Software and Custom Software, as listed
in Annex 1 to this Exhibit. If Maintenance and Support Services are not
purchased for the Custom Software then the terms and conditions set forth herein
applicable to the Custom Software for which no Maintenance and Support Services
are purchased shall be inapplicable to Licensee and this Exhibit shall be read
and construed as if such terms were not included. Maintenance and Support
Services may not be purchased for Custom Software alone.

2.4 MAINTENANCE. SWI shall provide Licensee with (a) Updates, if any, and
appropriate Documentation delivered electronically for installation by Licensee
and (b) periodic software bulletins providing additional documentation and
provisional solutions to reported problems.

2.5 TELEPHONE SUPPORT. If Licensee elects a Support Plan that includes telephone
support services, then SWI shall provide telephone assistance to Licensee with
respect to the Covered Software in accordance with the response and error
correction time targets set forth in ANNEX 1 attached hereto, such services to
include (a) clarification of functions and features of the Covered Software, (b)
clarification of Documentation or Licensee Software Documentation pertaining to
the Covered Software, (c) guidance in the operation of the Covered Software, and
(d) Error verification, analysis and code corrections, as necessary, to cause
the Covered Software to perform in accordance with the specifications set forth
in the


                                       18
<PAGE>

most current Documentation or Custom Software Documentation, as the case may be,
as updated by SWI from time to time, to the extent possible (except for code
corrections) by telephone.

2.6 ANNUAL ACCOUNT REVIEW. SWI shall provide Licensee with one (1) day of free
consulting at Licensee's facility each year to review the status of the Covered
Software, assess Licensee's ongoing and future use of the Covered Software,
solicit input from Licensee on future development and direction of the Covered
Software, and to make recommendations regarding Licensee's use of the Covered
Software.

2.7 CLASSIFICATION OF ERRORS. Upon identification of any Error, Licensee shall
notify SWI of such Error and provide SWI with enough information to locate
and/or replicate the ErrorThe parties shall determine in their mutual reasonable
judgment the classification of such Error as either a Level 1, 2, 3 or 4 Error,
PROVIDED, HOWEVER, that if the Service Plan selected by Licensee only provides
for correction of Errors in the next major release of SWI Software, then no such
classification shall be made.

2.8 SERVICE LEVEL OBJECTIVES. SWI and Licensee acknowledge the potentially
idiosyncratic nature of any Error in the Covered Software. While the response
times and target resolution times set forth in Annex 1 to this Exhibit
constitute targeted goals of the Maintenance and Support Services, it is
understood that SWI shall use all reasonable commercial efforts to attempt to
resolve any problems within the target times specified in Annex 1 but that
failure to meet these targeted times shall not constitute a failure to perform a
material provision of this Exhibit.

2.9 PLACE OF PERFORMANCE. The Maintenance and Support Services provided
hereunder shall be performed by remote access unless SWI determines that on-site
service at the Licensee's site is required in which event Licensee shall pay for
the associated, pre-approved travel and accommodation expenses.

2.10 LICENSEE OBLIGATIONS. Licensee shall:


     (a)       provide supervision, control and management of the use of the
               Covered Software. In addition, Licensee shall implement
               procedures for the protection of information and the
               implementation of backup procedures in the event of Errors or
               malfunction of the Covered Software or equipment upon which
               the Covered Software is loaded or operating;

     (b)       during normal business hours, provide SWI with reasonable
               access either telephonically or on a remote basis to
               Licensee's personnel and equipment upon which the Covered
               Software is loaded or operating. This access shall include,
               when applicable, the ability to dial-in to equipment on which
               the Covered Software is operating. SWI will inform Licensee of
               the specifications of the modem equipment needed, and Licensee
               will be responsible for the costs and use of said equipment at
               the Licensee's location;

     (c)       document and promptly report all Errors or malfunctions of the
               Covered Software to SWI. Licensee shall take all commercially
               reasonable steps necessary to carry out procedures for the
               rectification of such Errors or malfunctions within a reasonable
               time after such procedures have been provided by SWI;

     (d)       maintain a current backup copy of all programs and data; and

     (e)       properly train its personnel in the use and application of the
               Covered Software and the equipment on which the Covered Software
               is loaded or operating.


                                       19
<PAGE>

   CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
          EXCHANGE COMMISSION. BRACKETS (I.E. "[ ]") DENOTE OMISSIONS.

SWI is entitled to suspend Support Services under this Exhibit to the extent
that Licensee's failure to comply with this Section 2.10 materially increases
the cost of SWI providing such services.

2.11 ADDITIONAL SERVICES. In the event Licensee requests, and SWI, in its sole
discretion, agrees to provide, materials or services for the Covered Software
for problems encountered by Licensee that are outside of the scope of these
Maintenance and Support Services or that Licensee desires to have resolved on a
more expedited basis than Licensee has contracted for under this Exhibit, SWI
shall invoice Licensee for SWI's time, materials used and travel expenses and
any other reasonable expenses incurred by SWI in providing such materials and
service at the rates set forth in the Professional Services Agreement, dated as
of October 1, 2000, by and between the parties. Licensee shall pay SWI the full
amount of any such invoice within thirty (30) days after receipt and interest
shall accrue at the lesser of the highest lawful rate or one percent (1%) per
month for any amounts not paid by the date due.

SECTION 3          -- ADDITIONS

    The annual fees for Maintenance and Support Services shall be adjusted to
reflect any increases in Licensee's license fee that are attributable to
Licensee's licensing, from time to time, additional software from SWI. Such
adjustment shall be equal to the applicable percentage of the full purchase
price of such additional software corresponding to the Support Plan selected by
Licensee under the purchase order for such Maintenance and Support Services.
Additionally, notwithstanding anything herein to the contrary, the obligation of
SWI to continue to provide Maintenance and Support Services to Licensee after
any such increase in the license fee shall be subject to payment of a fee equal
to the difference between the Annual Maintenance Fee before and after such
adjustment, prorated for the remaining term of the then current twelve (12)
month term of this Exhibit, as measured from the date of such change.


SECTION 4          -- EXCLUSIONS

4.1 PRIOR SOFTWARE VERSIONS. Maintenance and Support Services are provided with
respect to versions of the SWI Software that, in accordance with SWI policy, are
then being supported by SWI and, in any event, SWI shall only be obligated to
support the then current production version of the SWI Software and to support
the immediately prior release for a period of six (6) months after the release
of the then current production version. Notwithstanding anything contained
herein to the contrary, SWI agrees that Licensee may purchase maintenance and
support services for any version of the SWI Software licensed hereunder which is
no longer supported by SWI on a "time and materials" basis at SWI's then-current
published rates therefor.

4.2 OPERATING ENVIRONMENT. Insofar as the use of a certain release of the SWI
Software requires the use of a particular release of system software (such as
operating system (as intitially described in Exhibit C to the License
Agreement), firmware or utilities) on the equipment specified in the Agreement,
Licensee shall be responsible for ensuring that the latter is used. Otherwise,
SWI is entitled to suspend all Support Services under this Exhibit until the
necessary system software is installed. Licensee's obligation to pay any fees
and charges hereunder up to the expiration of this Exhibit shall in no way be
affected by such suspension.

SECTION 5         - CONSIDERATION

5.1 FEES. Licensee shall be invoiced by SWI at the beginning of each
twelve-month period for which this Exhibit is in effect, the applicable annual
fee for the Support Plan. The annual payments shall be due in four equal
quarterly installments.

                                       20
<PAGE>

   CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
          EXCHANGE COMMISSION. BRACKETS (I.E. "[ ]") DENOTE OMISSIONS.

5.2 TIME OF PAYMENT. Except as otherwise provided in this Exhibit all amounts
due SWI shall be paid within thirty (30) days of Licensee's receipt of invoice
from SWI.

SECTION 6         - TERM AND TERMINATION

6.1 TERM. The provisions of this Exhibit shall become effective on the Effective
Date, shall remain in effect for an initial term of twelve (12) months, and
shall thereafter automatically be renewed for successive twelve (12) month
terms, unless either party gives the other notice at least ninety (90) days
prior to the expiration of a twelve (12) month term that such renewal shall not
occur, in which event the provisions of this Agreement shall expire at the end
of such term, except as otherwise provided in this Exhibit. In no event,
however, shall any obligation of SWI to provide Maintenance and Support Services
extend beyond the termination or expiration of the Agreement or commence prior
to the execution of the Agreement, except as otherwise described in Section 3.3
of the license Agreement and Section 4.1 of this Exhibit.

6.2 TERMINATION. The obligations of SWI and Licensee under this Exhibit (a)
shall terminate immediately upon the termination of the Agreement or (b) may be
terminated by either party immediately upon giving written notice to the other
party if such other party commits a material breach of this Exhibit and shall
have failed to cure such breach within thirty (30) days of receipt of a request
in writing from the notifying party to do so; provided, however, that upon any
termination under this Section 6.2 or otherwise, all earned and unpaid fees and
other charges payable under this Exhibit shall become immediately due and
payable. In the event of a termination arising out of a breach of this Agreement
by SWI, SWI shall provide commercially reasonable technical assistance (to the
extent legally permissible) over a period of ninety days with Licensee's
transition to an alternative application.

6.3 SURVIVAL OF LICENSE. Termination of Maintenance and Support Services upon
failure to renew will not affect the license of the SWI Software.

SECTION 7         --  OWNERSHIP AND WARRANTY DISCLAIMER

7.1 TITLE. All Updates and other changes, improvements, bug fixes or other
modifications to the SWI Software provided under this Exhibit shall be deemed to
be included within the SWI Software and will be subject to the terms and
conditions of the agreement pursuant to which such software was licensed.

7.2 LIMITED WARRANTY OF PERFORMANCE AND EXCLUSIVE REMEDY. SWI warrants that it
shall use commercially reasonable efforts to provide effective Maintenance and
Support Services while this Exhibit remains in effect. This warranty shall not
apply to the Covered Software if such Covered Software has been modified by any
party other than SWI or its third party contractors. In the event that SWI fails
to provide Maintenance and Support Services according to the provisions of
Section 2, SWI's only responsibility shall be to attempt diligently to remedy
such failure through further Maintenance and Support Services. Licensee
acknowledges that Maintenance and Support Services can, under certain
circumstances, result in damage to data. Licensee will therefore ensure that all
data are secured from such damage during the performance of Maintenance and
Support Services. SWI shall not be responsible for any re-creation or
reconstruction of data. The warranty under this Exhibit is made only to Licensee
and SWI shall have no liability to any third party with respect to the Covered
Software as a result of such warranty. SWI shall have no obligation to Licensee
under the warranty, or otherwise, if an Error is the result of (a) Licensee's
failure to implement all Updates or modifications to the Covered Software; (b)
changes to the operating system or environment which adversely affect the
Covered Software; (c) any alterations of or additions to the Covered Software
performed by parties other than SWI or not at the direction of SWI; (d)
interconnection or integration of the Covered Software with other


                                       21
<PAGE>

   CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
          EXCHANGE COMMISSION. BRACKETS (I.E. "[ ]") DENOTE OMISSIONS.

software products not supported by SWI, or (e) use of the Covered Software on
equipment other than the equipment for which such Covered Software was designed
for use on. Under no circumstances does SWI warrant or represent that all Errors
can or will be corrected.

7.3 LIMITED REMEDY. If defects which considerably impede the operation of the
Covered Software supplied by SWI cannot be eliminated by SWI Maintenance and
Support Services after repeated attempts, then Licensee may cancel this Exhibit
for the balance of the current annual period, upon thirty (30) days prior
written notice to SWI, for the SWI Software or Licensee Software or any
applicable modules or portions thereof, which cannot be used and SWI shall [ ]
and [ ] by [ ] in the subject [ ].

7.4 DISCLAIMER. THE FOREGOING PROVISIONS OF SECTIONS 7.2 and 7.3 STATE SWI'S
SOLE AND EXCLUSIVE WARRANTY TO CUSTOMER AND SOLE OBLIGATION TO CUSTOMER FOR
BREACH OF WARRANTY, WITH RESPECT TO THIS EXHIBIT. EXCEPT FOR THE EXPRESS
WARRANTIES STATED IN THIS SECTION, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE
LAW, NO ADDITIONAL WARRANTY, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, AS TO
THE CONDITION, QUALITY, COMPLETENESS, PERFORMANCE, MERCHANTABILITY OR FITNESS
FOR A PARTICULAR PURPOSE OF THE MAINTENANCE AND SUPPORT SERVICES, ERROR
CORRECTIONS, OR UPDATES, OR THE COMPREHENSIVENESS OF ANY DOCUMENTATION FURNISHED
HEREUNDER IS GIVEN OR ASSUMED BY CUSTOMER AND ALL SUCH WARRANTIES, CONDITIONS,
UNDERTAKING AND TERMS ARE HEREBY EXCLUDED.


                                       22
<PAGE>

   CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
          EXCHANGE COMMISSION. BRACKETS (I.E. "[ ]") DENOTE OMISSIONS.


                            ANNEX NO. 1 TO EXHIBIT B
                          DESCRIPTION OF SUPPORT PLANS

1.  SUPPORT PLAN SELECTED BY LICENSEE FOR INITIAL YEAR: AROUND-THE-CLOCK

2.  EFFECTIVE DATE: Effective Date of the Agreement

3.   DESCRIPTION OF SUPPORT PLANS:

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------------
                                                                                                       AROUND-THE-CLOCK
                                                BASIC SUPPORT PLAN       EXTENDED SUPPORT PLAN           SUPPORT PLAN
--------------------------------------------------------------------------------------------------------------------------------
<S>                                           <C>                       <C>                         <C>
HOURS SERVICE IS AVAILABLE:                   N/A                       8:30 a.m. to 5:30 p.m.      Twenty-four hours a day
                                                                        during business days        seven days a week
                                                                                                    (including holidays)
--------------------------------------------------------------------------------------------------------------------------------
INITIAL RESPONSE                              Next major release of             4 hours                       4 hours
                                              the SWI Software.
                                              Level 4 errors in
                                              Custom Software shall
                                              only be corrected at
                                              SWI's discretion
--------------------------------------------------------------------------------------------------------------------------------
TARGET RESOLUTION: LEVEL 1 ERRORS                      N/A                     See Below                     See Below
--------------------------------------------------------------------------------------------------------------------------------
TARGET RESOLUTION: LEVEL 2 ERRORS                      N/A                     See Below                     See Below
--------------------------------------------------------------------------------------------------------------------------------
TARGET RESOLUTION: LEVEL 3 ERRORS                      N/A                     See Below                     See Below
--------------------------------------------------------------------------------------------------------------------------------
TARGET RESOLUTION: LEVEL 4 ERRORS                      N/A
--------------------------------------------------------------------------------------------------------------------------------
FEES *(SWI SOFTWARE)                          See below                   See below                   See below
--------------------------------------------------------------------------------------------------------------------------------
FEES (CUSTOM SOFTWARE)                        Basic support plan is       [    ]% of fixed            [    ]% of fixed
                                              not available for           development price           development price
                                              Custom Software
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>

* The parties hereby agree that the following terms shall govern (i) the amount
of annual maintenance and support fees to be paid by Licensee during the Term of
this Agreement for SWI Software, (ii) the payment of such fees and (iii) the
application of said fees (as well as certain other fees payable under this
Agreement) to the binding commitment of Licensee to pay certain amounts to SWI
under the terms of that certain Letter Agreement dated as of June 29, 2000 by
and between the parties (the "Letter Agreement").
    (i) AMOUNT OF MAINTENANCE AND SUPPORT FEES. Licensee agrees that for the
    initial one year period commencing on the Effective Date, it elects the
    "Around-the-Clock" Support Plan and that it shall pay to SWI fees therefor
    equal to the greater of:

          (a)  the sum of (1)[ ]% of [ ] license fees paid for the ports
               licensed during said period PLUS (2)[ ]% of the [ ] under
               Sections 3.1.2 and 3.1.3 of the Agreement (collectively, the
               "Year One Accrued Fees"); and

          (b)  $[ ] ("Year One Minimum").


                                       23
<PAGE>


   CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
          EXCHANGE COMMISSION. BRACKETS (I.E. "[ ]") DENOTE OMISSIONS.

     For each one-year period thereafter, Licensee shall pay annual maintenance
     and support fees equal to the [ ]


          (a)  the sum of (1) [ ] license fees paid for the ports licensed under
               this Agreement [ ] (2) [ ]% of the [ ] under Sections 3.1.2 and
               3.1.3 of the Agreement during the previous one year period (the
               "Subsequent Year Accrued Fees")]; and
          (b)  the aggregate amount of maintenance and support fees paid for the
               prior year (the "Subsequent Year Minimum").

In the event that for any subsequent year's maintenance and support License
elects either the Basic or Extended Support Plan, the [ ] percent ([ ]%)] amount
in the above calculations shall be replaced by either [ ]% (Basic) or [ ]%
(Extended), as applicable, and the amount of any [ ], if applicable, shall be
equitably adjusted for a subsequent period based on the applicable foregoing
percentage rate.

(ii)  PAYMENT OF MAINTENANCE AND SUPPORT FEES.
        (a)The initial year's maintenance and support fee shall be due and
           payable as follows: the Year One Minimum is due and payable in [ ] on
           each of [ ], [ ], [ ], and [ ]; and, in the event that the Year One
           Accrued Fees are greater than the Year One Minimum, Licensee shall
           pay to SWI within thirty days of the anniversary date of the
           Effective Date, the difference between the Year One Accrued Fees and
           the Year One Minimum.
        (b)For each subsequent year during the Term, the annual maintenance and
           support fees shall be paid as follows: (i) in [ ] on each of [ ], [
           ], [ ], and [ ], subsequent to the applicable anniversary of the
           Effective Date, Licensee shall pay to SWI the Subsequent Year Minimum
           and (ii) within 30 days of the end of the applicable year, the
           difference (if any) between said Subsequent Year Minimum and the
           amount of the Subsequent Year Accrued Fees.

(iii) APPLICATION OF MAINTENANCE AND SUPPORT FEES TO LICENSEE'S $[ ] YEAR ONE
COMMITMENT. Licensee hereby confirms and ratifies it's commitment under Section
(I)(E)(1) of the Letter Agreement to pay to SWI an amount equal to [ ] US
Dollars ($[ ]) (the "Retainer"); provided that SWI hereby agrees that,
notwithstanding anything contained herein or the Letter Agreement to the
contrary, Licensee may apply [ ] and [ ] described above [ ] to [ ] to the
Retainer (maintenance agreed to have begun on the Effective Date). In connection
with the foregoing, the parties agree that Licensee may apply $[ ] of said fees
to the Retainer ($[ ] [ ]).

(iv) APPLICATION OF SDK AND SPEECHIFY LICENSE FEES TO LICENSEE'S $[ ] YEAR ONE
COMMITMENT Notwithstanding anything contained herein or the Letter Agreement to
the contrary, the parties agree that (i) the $[ ] license fee for the
SPEECHWORKS SDK set forth in Exhibit C below shall not be applied to the
Retainer, (ii) the $[ ] annual license fee for the SPEECHIFY set forth in
Exhibit C below shall be applied to the Retainer and (iii) any additional Ports
of SWI Software not ordered under the Initial Order that are ordered and paid
for prior to June 28, 2001 shall be applied to the Retainer. Based on the
foregoing, the aggregate amount of maintenance and support and license fees
which N2P is committed to pay and that SWI is [ ] to [ ] to [ ] the [ ]
hereunder shall be equal to $[ ]. Nothing herein shall otherwise reduce or
mitigate Licensee's obligation to pay to SWI the balance of the Retainer by no
later than June 28, 2001.

All Support Plans provide Licensee with Updates to SWI Software as well as
periodic software bulletins providing additional documentation and provisional
solutions to reported problems. As used in the tables above, the term "business
day" means Monday through Friday (excluding national holidays). All times are in
Eastern Standard Time.


                                       24
<PAGE>

   CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
          EXCHANGE COMMISSION. BRACKETS (I.E. "[ ]") DENOTE OMISSIONS.

1. ERROR CORRECTIONS. Following classification of the Errors as described in
Section 2.7, SWI will resolve the Errors according to the following Severity
Levels:

         (a) LEVEL 1 ERRORS:        SWI will work with N2P on a [ ], [ ] per [ ]
                                    basis, will begin working with N2P's system
                                    administration group member(s) within [ ] of
                                    the notification, and will exert [ ] to
                                    resolve the Level 1 Error as quickly as
                                    possible. SpeechWorks shall be deemed to
                                    have "resolved" a Level 1 Error if SWI
                                    determines in its reasonable judgement that
                                    the Error has been corrected or reduced in
                                    scope to a Level 2, 3 or 4 Error.

         (b)  LEVEL 2 ERRORS:       SWI will exert [ ] to resolve the Level 2
                                    Error as quickly as possible. If such Error
                                    is not resolved within [ ] business days,
                                    SWI will, at N2P's option, work with N2P's
                                    system administration group member(s) to
                                    resolve such Error on a [ ], [ ] per [ ]
                                    basis until it is resolved. SpeechWorks
                                    shall be deemed to have "resolved" a Level 2
                                    Error if SWI determines in its reasonable
                                    judgement that the Error has been corrected
                                    or reduced in scope to a Level 3 or 4 Error.

         (c) Level 3 Errors:        SWI will exert [ ] to resolve the Level 3
                                    Error within 20 business days. If such Error
                                    is not resolved within 20 business days,
                                    SpeechWorks will exert commercially
                                    reasonable efforts to resolve the Error as
                                    quickly as possible. SpeechWorks shall be
                                    deemed to have "resolved" a Level 3 Error if
                                    SWI determines in its reasonable judgement
                                    that the Error has been corrected or reduced
                                    in scope to a Level 4 Error.

         (d) Level 4 Errors:        SWI will exert commercially reasonable
                                    efforts to correct Level 4 Errors in the
                                    next standard Update of the SWI Software, or
                                    earlier at its sole discretion.

2.  [    ] PROCEDURE.
         -----------

             (a) Level 1 Errors:    Should SWI be unable to resolve a Level 1
                                    Error within [ ] after notification, the
                                    appropriate [ ] from N2P and SWI shall meet
                                    by teleconference and thoroughly discuss the
                                    current status and resolution plan. From
                                    that point until the Error is resolved, SWI
                                    will provide an appropriate N2P [ ] an [ ]
                                    of the existing [ ] and an [ ]. Should SWI
                                    be unable to resolve a Level 1 Error within
                                    [ ] after notification, the appropriate [ ]
                                    from N2P and SWI shall [ ] the status of the
                                    situation, and every [ ] thereafter until
                                    the [ ]. Should SpeechWorks be unable to
                                    resolve a Level 1 Error within [ ] after
                                    notification, the appropriate [ ] from N2P
                                    and SpeechWorks shall [ ] the status of the
                                    Situation, and every [ ] thereafter until
                                    the [ ].

             (b) Level 2 Errors:    From that time SpeechWorks is notified,
                                    SpeechWorks will provide an appropriate N2P
                                    manager [ ] an evaluation of the existing
                                    Error resolution efforts and an [ ]. Should
                                    SpeechWorks be unable to resolve a Level 2
                                    Error within [ ] business days after
                                    notification, the


                                       25
<PAGE>


   CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
          EXCHANGE COMMISSION. BRACKETS (I.E. "[ ]") DENOTE OMISSIONS.

                                    appropriate second level managers from N2P
                                    and SpeechWorks shall meet by teleconference
                                    and thoroughly discuss the current status
                                    and resolution plan. Should SpeechWorks be
                                    [ ] a Level 2 Error within [ ] business days
                                    after notification, the appropriate third
                                    level managers from N2P and SpeechWorks
                                    shall [ ] the status of the Situation, and
                                    every [ ] thereafter until the [ ].




                                       26
<PAGE>


   CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
          EXCHANGE COMMISSION. BRACKETS (I.E. "[ ]") DENOTE OMISSIONS.


                            ANNEX NO. 2 TO EXHIBIT B

                         DESCRIPTION OF CUSTOM SOFTWARE


CUSTOM SOFTWARE SHALL MEAN THE DELIVERABLES (IF ANY) DESCRIBED IN THE
STATEMENT(S) OF WORK ATTACHED TO THE PROFESSIONAL SERVICES AGREEMENT, DATED
OCTOBER 1, 2000, BETWEEN SWI AND LICENSEE.




                                       27
<PAGE>

   CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
          EXCHANGE COMMISSION. BRACKETS (I.E. "[ ]") DENOTE OMISSIONS.


                                    EXHIBIT C
                                  INITIAL ORDER
<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------------
    PRODUCT NAME                 PRODUCT DESCRIPTION             RECOGNITION       SYSTEM       FEE/PORT OR        LICENSE
                                                                    PORTS*          SEATS           SEAT             FEES
--------------------------------------------------------------------------------------------------------------------------------
<S>                    <C>                                       <C>               <C>          <C>                <C>
SpeechWorks            INCLUDES:                                     [ ]             N/A            $[ ]             $[ ]
v. 6.1 with            o   SpeechWorks Recognition Engine
DialogModule           o   DialogModules (Pro NL) (see
Bundle C                   description in Exhibit A above).
--------------------------------------------------------------------------------------------------------------------------------
Speechify v.1.0        - see description on Exhibit A above          [ ]                        $[ ]/year**            $[     ]
Text to Speech
--------------------------------------------------------------------------------------------------------------------------------
                                                                                     [ ]            $[ ]               $[     ]
SpeechWorks SDK        INCLUDES:
                       o   Vocabulary Editor (allows
                            developers to generate and
                            maintain large vocabulary lists)
                       o    Grammar Specification and Tuning Tools (allows
                            developers to build custom applications and tune
                            their performance)
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>


                                                    ***TOTAL LICENSE FEES: $ [ ]

     *    For purposes of SpeechWorks, the term "RECOGNITION PORT" shall mean
          the number of telephone channels enabled with the software included in
          SpeechWorks DialogModule Bundle B that is capable of either
          recognizing spoken words or performing "barge-in" for a discrete
          period of time. SWI acknowledges that telephone lines or ports can be
          configured with or without speech recognition dynamically, and as
          such, charges are based on the maximum number of simultaneous speech
          recognition ports currently configured in the total system. The term
          "SYSTEM SEATS" shall mean the number of end-users permitted to
          concurrently access and use, at the same time, the SpeechWorks Tools
          and Grammar Libraries. For purposes of Speechify, the term "Ports"
          shall mean the maximum number of simultaneous telephone channels
          enabled to play the output of the Speechify TTS Software configured in
          the system

     **   (a) The initial license fee is in consideration of the grant of the
          license set forth in Section 2.1 of the Agreement to which this
          Exhibit is attached for a period of one (1) year commencing January 1,
          2001 and solely for the use of the initial [ ] Ports in such first
          year and the Maintenance and Support Services described in EXHIBIT B.
          For any Speechify ports licensed during the initial three year term
          the per port fee shall be equal to $[ ] and the minimum number of
          ports ordered in any one year period subsequent to the initial year of
          this Agreement shall be [ ]; PROVIDED, that in the event that
          SpeechWorks does not remain the Primary TTS Provider (as defined
          below) to Licensee, the annual per port fee shall be increased to $[ ]
          per port. For purposes hereof, "Primary TTS Provider" shall mean that
          (i) Licensee will refer any content provider or merchant wishing to
          enable TTS content for a Licensee speech-enabled service to the
          SpeechWorks' designated TTS Program Manager at SpeechWorks and (ii)
          Licensee will provide business development contacts and provide
          introductions, upon SpeechWorks' request, for any additional
          speech-enabled initiative from Licensee or Licensee affiliates.
          SpeechWorks acknowledges that in the event any content provider,
          merchant or Licensee affiliate referred to SpeechWorks by Licensee
          elects not to employ SpeechWorks, SpeechWorks shall remain a Primary
          TTS Provider.


                                       28
<PAGE>

   CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
          EXCHANGE COMMISSION. BRACKETS (I.E. "[ ]") DENOTE OMISSIONS.

     (b)  In the event that Licensee elects to (i) extend the term of the
          foregoing Speechify license beyond the initial one (1) year or (ii)
          license any additional ports hereunder, it shall do so by notifying
          SWI by delivery of a completed and executed Subsequent Order and
          payment of the applicable annual fees. In the event that Licensee
          requires additional Ports beyond the number of ports specified on the
          Subsequent Order associated with that term, it shall do so by
          notifying SWI by delivery of another completed and executed Subsequent
          Order and payment of the applicable annual fees, which fees shall be
          pro-rated to reflect the time remaining in the term.
     (c)  Licensee agrees that, at SpeechWork's request, it will within 10
          business days of such request, report to SWI in writing the number of
          ports used in the previous calendar quarter.
     (d)  The term "PORTS" shall mean the maximum number of simultaneous
          telephone channels enabled to play the output of the Speechify TTS
          Software configured in the system.
     (e)  The fees set forth above include maintenance and support (Extended)
          for the applicable year.
*** In connection with SWI's agreements hereunder, Licensee agrees that it shall
pay no less than $[ ] of application development and integration services under
the terms of the Professional Services Agreement, dated October 1, 2000, by and
between the parties (the "PSA"). In the event that the aggregate fees accrued
for the initial Statement of Work delivered under the PSA equal an amount less
than $[ ], SWI shall allow Licensee to apply the balance thereof to the purchase
of additional licenses hereunder.


SWI SOFTWARE WILL BE USED IN THE FOLLOWING COMPUTER ENVIRONMENT:
[   ] ([     ]) port voice response unit (VRU) running Windows operating system.
[   ] port VRU running Speechify on Linux operating system.
SWI agrees that Licensee may [ ] the [ ] to [ ] and [ ], if and when [ ] the [ ]
on any such [ ].
PAYMENT SCHEDULE:
All license fees and other amounts to be paid by Licensee under this Agreement
shall be due and payable within thirty (30) days from the date appearing on an
applicable invoice prepared and delivered by SWI to Licensee. At its option, SWI
may impose a late fee of 1.5% per month on any amounts which remain unpaid
thirty (30) days after they are due.


                                       29
<PAGE>

   CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
          EXCHANGE COMMISSION. BRACKETS (I.E. "[ ]") DENOTE OMISSIONS.

                                   EXHIBIT C-1
                            FORM OF SUBSEQUENT ORDER

      This Subsequent Order is delivered pursuant to Section 2.1 of that certain
Master Software License Agreement dated as of __, 2000 by and between
SpeechWorks International, Inc. and _________________________________. [License
No.00_].

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------------------------
                                 PRODUCT DESCRIPTION
    PRODUCT NAME
-----------------------------------------------------------------
                                                                 RECOGNITION       SYSTEM       FEE/PORT OR        LICENSE
                                                                    PORTS*          SEATS           SEAT             FEES
--------------------------------------------------------------------------------------------------------------------------------
<S>                    <C>                                       <C>               <C>          <C>                <C>
                       INCLUDES:                                                                                   $
                       o
--------------------------------------------------------------------------------------------------------------------------------
                       o                                                                                           $
--------------------------------------------------------------------------------------------------------------------------------
</TABLE>

                                                           TOTAL LICENSE FEES: $

* The term "RECOGNITION PORTS" shall mean the number telephone channels enabled
with the software included in the applicable SpeechWorks Dialog Module Bundle
that is capable of either recognizing spoken words or performing "barge-in" for
a discrete period of time. SWI acknowledges that telephone lines or ports can be
configured with or without speech recognition dynamically, and as such, charges
are based on the maximum number of simultaneous speech recognition ports
currently configured in the total system. The term "SYSTEM SEATS" shall mean the
number of end-users permitted to concurrently access and use, at the same time,
the SpeechWorks Tools and Grammar Libraries. For purposes of Speechify, the term
"Ports" shall mean the maximum number of simultaneous telephone channels enabled
to play the output of the Speechify TTS Software configured in the system.


SWI SOFTWARE WILL BE USED IN THE FOLLOWING COMPUTER ENVIRONMENT:[ ] ([ ]) port]
voice response unit (VRU) running Windows operating system.
[ ] port VRU running Speechify on Linux operating system.
SWI agrees that Licensee may [ ] the [ ] to [ ] and [ ], if and when [ ] the [ ]
on any such [ ].

PAYMENT SCHEDULE:
All license fees and other amounts to be paid by Licensee under this Agreement
shall be due and payable within thirty (30) days from the date appearing on an
applicable invoice prepared and delivered by SWI to Licensee. At its option, SWI
may impose a late fee of 1.5% per month on any amounts which remain unpaid
thirty (30) days after they are due.
IN WITNESS WHEREOF, the parties have caused this Subsequent Order to be executed
by their respective duly authorized representative as an instrument under seal
effective as of last date below.


SPEECHWORKS INTERNATIONAL, INC.               Net2Phone, Inc.

By:____________________________               By:_______________________________


                                       30
<PAGE>

   CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
          EXCHANGE COMMISSION. BRACKETS (I.E. "[ ]") DENOTE OMISSIONS.

Name:                                         Name:

Title:                                        Title:

Date signed:___________________               Date signed:______________________


                                       31
<PAGE>

   CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
          EXCHANGE COMMISSION. BRACKETS (I.E. "[ ]") DENOTE OMISSIONS.


                                    EXHIBIT D
                          SUBSEQUENT ORDER LICENSE FEES
<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------
Product Component

                                      Run Time        Annual Maintenance and Support            Minimum
                                      License Fee     [   ]                                      Order
                                      Per Port                                                  Quantity
                                                      ------------------------------------------------------
                                                                                ACP
                                                      BSP                      ($[ ]
                                                      ?(Partner)   ESP        minimum)
------------------------------------------------------------------------------------------------------------
<S>                                  <C>              <C>          <C>        <C>            <C>
END USER RUN TIME LICENSES

------------------------------------------------------------------------------------------------------------
Recognition Kernel includes Base      $ [     ]       [    ]%      [   ]%       [    ]%       [    ] ports
DialogModule package
------------------------------------------------------------------------------------------------------------
SpeechWorks DialogModule packages
include recognizer and command line
reporting tools
------------------------------------------------------------------------------------------------------------
   Base                               $ [     ]       [    ]%      [    ]%      [    ]%       [    ] ports
------------------------------------------------------------------------------------------------------------
   Extended                           $[     ]        [    ]%      [    ]%      [    ]%       [    ] ports
------------------------------------------------------------------------------------------------------------
   Professional NL                    $[     ]        [    ]%      [    ]%      [    ]%       [    ] ports
------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------
</TABLE>

ADDITIONAL LANGUAGE PRICING: The run time license pricing represented in the
schedule applies to systems supporting NA English. If additional languages are
required, the first language regardless of which one is [ ]. A 20% uplift of the
base runtime license price must be charged for each additional language.

VOLUME PURCHASE DISCOUNTS.
-------------------------
Notwithstanding the foregoing Fee Schedule, SWI agrees that for the Term of the
Agreement, for all Subsequent Orders (counting the Ports ordered in the Initial
Order), the following Per Port discount schedule shall apply:

<TABLE>
<CAPTION>
    AGGREGATE]NUMBER OF PORTS DURING INITIAL TERM        PRICE PER PORT
    ---------------------------------------------        --------------
    <S>                                                  <C>
    [     ] - [     ]                                       $[     ]
    [     ] - [     ]                                       $[     ]
    [     ] - [     ]                                       $[     ]
    [     ] - [     ]                                       $[     ]
    more than [     ]                                       $[     ]
</TABLE>

BASE SOFTWARE DEVELOPMENT KIT is licensed per developer seat. The number of
required licenses is based on the number of developer workstations permitted to
do development with the SDK. Example: IF 5 developers require access to the SDK,
5 licenses MUST be purchased.

Included with the SDK are 4 Run Time Port Licenses for development purposes
only. If additional ports are required they MUST be purchased according to the
standard per port pricing schedule.


                                       32
<PAGE>

   CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
          EXCHANGE COMMISSION. BRACKETS (I.E. "[ ]") DENOTE OMISSIONS.

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------
                                                       Annual Maintenance and            Minimum
                                      SDK License      Support [   ]                      Order
Product Component                     Fee per                                            Quantity
                                      Developer
                                      Seat
                                                       --------------------------
                                                       BSP       ESP       ACP
                                                                         ($[  ]
                                                                         minimum)
-------------------------------------------------------------------------------------------------------
<S>                                   <C>              <C>       <C>     <C>            <C>
-------------------------------------------------------------------------------------------------------
SOFTWARE DEVELOPMENT KIT (SDK)
-------------------------------------------------------------------------------------------------------
 SDK Base includes:                   $[     ]         [    ]%   [    ]%   [    ]%       [  ]
-------------------------------------------------------------------------------------------------------
   Vocabulary Tools
-------------------------------------------------------------------------------------------------------
   Grammar Dev. Tools
-------------------------------------------------------------------------------------------------------
   GUI Tuning Tools
-------------------------------------------------------------------------------------------------------

-------------------------------------------------------------------------------------------------------
</TABLE>



SDK OPTIONS: VOCABULARY LIBRARIES are licensed per System. The charges are based
on the number of systems permitted to access and use the library regardless of
concurrent use, where a system is usually composed of a single application
running on any number of VRUs within a single geographical location. Example:
For a system running a single stock trading app on 10 VRUs on the West Coast and
20 VRUs on the East Coast 2 system seats will be purchased - one for the west
and one for the east. Additionally a minimum of 12 PROFESSIONAL NL run time
licenses MUST be purchased

<TABLE>
<CAPTION>
-----------------------------------------------------------------------------------------------------------
Product Component
                                                              Annual Maintenance and
                                               SDK License    Support [     ]               Minimum
                                               Fee per                                     Order Qty
                                               System or
                                               Port
                                                              ---------------------------------------------
                                                              BSP        ESP       ACP
-----------------------------------------------------------------------------------------------------------
<S>                                            <C>            <C>        <C>       <C>     <C>
SDK OPTIONS
-----------------------------------------------------------------------------------------------------------
VOCABULARY & GRAMMAR LIBRARIES*
-----------------------------------------------------------------------------------------------------------
   Stock Names/Symbols Vocabulary              $[   ]        [    ]%    [    ]%   [    ]%     [  ]
   (US Stocks only)
-----------------------------------------------------------------------------------------------------------
Mutual Fund Names/Symbols                      $[   ]        [    ]%    [    ]%   [    ]%     [  ]
   Vocabulary (US Funds only)
-----------------------------------------------------------------------------------------------------------
   Address DialogModule                        $[   ]/port   [    ]%    [    ]%   [    ]%     [  ]
-----------------------------------------------------------------------------------------------------------
</TABLE>

* Vocabulary Libraries may be obtained either pursuant to (i) [ ] by paying the
applicable fee therefor set forth above or (ii) an annual license by paying fees
equal to [ ] Dollars ($[ ]) per month (and the terms for which lease SWI shall
provide).


                                       33
<PAGE>


   CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
          EXCHANGE COMMISSION. BRACKETS (I.E. "[ ]") DENOTE OMISSIONS.


                                    EXHIBIT E

                              INFRASTRUCTURE COSTS


GENERAL

         N2P and SWI will share net revenue generated by or through the
         facilities services. For the License Agreement, revenue will only
         comprise that generated from joint offerings brought to market by SWI
         and N2P in a joint endeavor.



GROSS REVENUE

         Gross Revenue is defined as revenue received by N2P in providing
         services that are based on SWI's products. This definition excludes
         revenue generated from other features that might be offered by N2P that
         are separate from SWI's product, and do not involve access to any of
         SWI's services. Notwithstanding anything contained in this Exhibit or
         the Letter to which it is attached, N2P agrees that all hardware and
         software costs associated with the platform and all other fixed costs
         and expenses shall not be deemed to be Infrastructure Costs hereunder.


IDENTIFICATION OF EXPENSES

         For the purpose of this revenue share calculation, only expenses
         associated with revenue generation will be considered. These expenses
         will include:


         NETWORK TRAFFIC CHARGES

                      This expense category includes the per-call charges
                      associated with (a) originating, (b) carrying, and (c)
                      terminating the telephone call. These costs are incurred
                      by N2P and can include such items as the following:
                      Payphone surcharges, toll-free costs charged to N2P, cost
                      to carry the IP traffic, cost to terminate the telephone
                      call, etc.



         RECURRING PROVISIONING AND LEASED-LINE COSTS

                      This expense category includes charges associated with
                      providing the subscriber a telephone access method and
                      leasing telephone or data access lines used to link
                      facilities. Provisioning charges include the per-number
                      fees paid by N2P to provide such services as Call Forward
                      on Busy / No-Answer, Toll-free numbers, and Local Numbers.
                      These provisioning costs typically recur monthly and are
                      based on DID quantity, but they may also include one-time
                      installation charges for DIDs. Leased line costs include
                      the costs of leasing lines (such as T1 lines) that might
                      be used to


                                       34
<PAGE>


   CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
          EXCHANGE COMMISSION. BRACKETS (I.E. "[ ]") DENOTE OMISSIONS.


                      link site facilities.

         FRAUD AND CHARGE-BACKS

                      Net2Phone will recapture any fraudulent generated refunds
                      or bad debts. Net2Phone will use reasonable care and
                      practices to minimize such occurrences.



         TAXES

                      To the extent Taxes are not charged to the customer,
                      Net2Phone will pay such charges directly.


NET REVENUE AVAILABLE FOR SHARE BY NET2PHONE AND SWI

         Net Revenue is defined as gross revenue less expenses, as defined
above.



                                       35