Exhibit 10.14  [*]=CERTAIN INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS.  AltiGen Communications, Inc. FISERV RESELLER AGREEMENT  THIS
FISERV DIRECT APPLICATION RESELLER AGREEMENT, together with any Applications, Addenda and Exhibits
(Agreement) is made and entered into as of this 28th day of August, 2009 (the
Effective Date) by and between ALTIGEN
COMMUNICATIONS, INC., a Delaware Corporation with principal offices
at 4555 Cushing Parkway, Fremont, California 94538 (AltiGen) and Fiserv
Solutions, Inc., a Wisconsin Corporation, with offices at 455 Gulph Road,
King of Prussia, Pennsylvania 19406 (Fiserv). AltiGen and Fiserv shall also
be referred to individually as a Party or, together, as Parties to this
Agreement; and  WHEREAS, AltiGen manufactures, licenses, sells and provides a full line
of Products (as hereinafter defined) directly and through authorized
distributors and through a network of Affiliates (as hereinafter defined); and  WHEREAS, Fiserv and its Affiliates desire to acquire such Products for
resale and for their own internal end-use; and  WHEREAS, AltiGen desires to sell and license Products to Fiserv and its
Affiliates and to allow Fiserv and its Affiliates to resell products to
clients;  NOW THEREFORE, in consideration of the above premises and the terms and
conditions set forth herein, AltiGen and Fiserv agree as follows:  1.DEFINITIONS  1.1.Affiliaterefers to any business entity which a
Party directly or indirectly controls, is controlled by, or is under common
control with such Party, where control means ownership of 50% or more of the
outstanding voting securities or ownership interest of such entity.  1.2End Usermeans a current or prospective client
who, in accordance with Section 8.4 of this Agreement, (1) licenses
Products for Internal Use (rather than distribution or resale), (2) licenses
Products for use in a service bureau environment, or (3) accesses and uses
Products in a service bureau environment.  1.3Internal Usemeans use for purposes which do not
directly produce revenue for the End User, and specifically excludes resale and
distribution of Products.  1.4Intellectual Propertymeans any patent, copyright, trade name,
trade mark, trade secret, know-how, mask work or any other intellectual
property right or proprietary information or technology, whether registered or
unregistered.  1.5Productmeans software program packages,
software licenses and physical computer hardware, including (1) a program
code, on CD-ROM (the Program); (2) physical computer hardware including
computer boards, computer power supply, and computer cables and other equipment
(Equipment); and (3) instruction booklets and other information prepared
for Fiserv and/or End-Users concerning the use of the Software program and
computer hardware (Documentation).  The
Products include only those listed by title and functional description on the Product
and Price List attached hereto as Exhibit A and any and all
modifications, updates, upgrades, releases, enhancements or versions made to
such products provided under the applicable Software Assurance Program (as
defined below).  1


1.6Territorymeans worldwide
or other agreed upon territories expressly set forth in an Exhibit to this
Agreement.  1.7Price Listrefers to the applicable price list
offered by AltiGen to Fiserv for Products attached hereto as Exhibit A, as
may be updated in accordance with Section 4.1.  1.8Business Partnersmeans any third party that has entered
into a partnership agreement with Fiserv to provide ConvergeIT services and
support, Product support and/or IP telephony services and support, and any
other third party reseller of Fiserv that has entered into a reseller agreement
with Fiserv; provided, that in each case, any such agreement shall not grant to
such third party any rights beyond the scope of those rights granted in this
Agreement, and shall protect AltiGens rights and interests at least to the
same extent as this Agreement.  1.9Software Assurance Programmeans the program described on Exhibit C
hereof. AltiGen may from time to time request that Exhibit C be modified.
Any such modifications shall only be effective 90 days following mutual
agreement between the parties to such modification.  Any such modifications shall only be
applicable for End Users that enter into an agreement with Fiserv after the
effective date of such modification.  2.GRANT OF DISTRIBUTION RIGHT  2.1Subject to the terms and conditions set
forth in this Agreement, AltiGen hereby grants to Fiserv a non-exclusive,
non-transferable right to (a) market and distribute the Products to End
Users located in the Territory either alone or as bundled with Fiservs, its
Affiliates or third partys software, systems, or services (Bundled Product)
and allow such End Users to use the Products for Internal Use or use in a
service bureau environment, (b) resell Products to Fiserv Affiliates who
shall market and distribute the Products to End Users located in the Territory
either alone or as part of the Bundled Product and allow such End Users to use
the Products for Internal Use or use in a service bureau environment, (c) allow
Business Partners to market, distribute and resell Products to End Users
located in the Territory either alone or as part of the Bundled Product and
allow such End Users to use the Products for Internal Use or use in a service
bureau environment, (d) use the Products in either an in house or
application services provider environment to provide access to the Products to
End Users, (e) use the Products for Fiservs and its Affiliates internal
purposes, (f) configure, update and integrate the Products with the
Bundled Product, (g) use the Products as described in Sections 2.2, 2.5
and 2.6 below, and (h) make reasonable quantities of the Products and use
such copies for archive, back-up or emergency restart purposes, to replace
copies made on defective media, or to create copies from a golden master for
distribution purposes.    Fiserv shall
not, directly or indirectly, solicit sales of the Products outside of the
Territory without the prior written consent of AltiGen.  AltiGen retains the right to sell the
Products directly to other organizations in the Territory that are not clients
of Fiserv or one of its Affiliates  for
core account processing services, including, by way of illustration but not
limitation, original equipment manufacturers. 
Fiserv shall have no right to modify the Product or Documentation
without the prior written approval of AltiGen. 
Except as expressly permitted under this Agreement, Fiserv shall not,
and shall not permit End Users, Business Partners, or its Affiliates to (a) reverse
engineer, de-compile, translate, disassemble or otherwise reduce the Product to
human-perceivable form, or to encourage or assist third parties in doing so, (b) copy,
modify, or create derivative works of the Product unless specifically permitted
herein, (c) except to the extent Fiserv re-brands or private labels the
Products as specified in Sections 2.3, 2.5, and 10.1 hereof, obscure, alter, or
modify in any way any proprietary or copyright notices found on or in the
Product,  (d) rent,  lease, lend, or sublicense the Product;
provided that for clarity, a license or right to use for a term shall not be
considered a rental or lease for purposes of this Section, (e) disclose
the results of any benchmarking of the Product, or use such results for its own
competing software development activities, without the prior written permission
of AltiGen; or (f) attempt to circumvent any use restrictions on the
Product.  All rights not expressly
granted herein are retained by AltiGen.  2


2.2AltiGen grants to Fiserv a non-exclusive
right and license to use the Products for the purpose of performing sales
demonstrations, training, and support of End Users.  AltiGen shall provide reasonable numbers of
demonstration copies of the software and software license portion of the
Products, at no charge, to Fiserv to be used in marketing the Products.  2.3AltiGen shall provide Fiserv all
marketing and promotional Documentation, technical and other information
reasonably necessary to assist Fiserv in marketing the Products, at no charge
to Fiserv.  Fiserv may in its sole
discretion re-brand or re-work such materials for distribution to End Users,
provided that any reasonable AltiGen copyright or proprietary notices
reasonably necessary to preserve AltiGens rights and interests in the Products
and Documentation are not altered or removed.  2.4Any business unit, division, product line, or
Affiliate of Fiserv may participate in this Agreement in its sole
discretion.  For purposes of this
Agreement, Fiserv shall include within its meaning each of the business
units, divisions, product lines, and Affiliates, as appropriate.  2.5Fiserv may in its sole discretion, re-brand or private
label the Products or other items related to the Products individually and/or
as part of the Bundled Products as Fiserv, in its sole discretion, determines
is appropriate, provided that any reasonable AltiGen copyright or proprietary
notices reasonably necessary to preserve AltiGens rights and interests in the
Products are not altered or removed. 
Fiserv shall also have the right to customize the Products for the
benefit of any End User.  2.6Fiserv may allow any Business Partner to access the
Products and provide installation, maintenance, support and other services to
any End User.  3.OWNERSHIP  Except for the rights specified in this Agreement,
AltiGen does not grant to Fiserv any rights in or to any Intellectual Property
related to the Products, Documentation, Programs, or to any materials furnished
hereunder.  The Intellectual Property
embodied in the Product, and Programs, all modifications thereto, and all
Documentation thereof, is proprietary to AltiGen, and AltiGen retains all
right, title and interest in and to such Intellectual Property.  4.PRICES AND PAYMENTS  4.1Prices. 
Fiserv shall pay AltiGen, for each Product, the Fiserv list price for
the Product as set forth on Exhibit A. 
The AltiGen Price List is subject to change no more than one time per
year upon ninety (90) days prior written notice to Fiserv; provided, however,
unless otherwise agreed to by Fiserv, any such increase shall not exceed, in
the aggregate for all Product list prices, the lesser of [***] or
[********************************]. 
AltiGen shall honor any proposal provided to a current or prospective
End User or order provided to or by Fiserv or a current or prospective End User
during the period prior to the effective date of such increase.  Orders requesting delivery after expiration
of the 90 day period specified in notice of a price or discount change will be
charged at the new price.  4.2Fiserv Pricing. 
Fiserv is free to determine its own resale prices for the Products and
the Software Assurance Program. Although AltiGen may publish suggested list
prices, these are suggestions only and are not binding in any way.  4.3Payment. 
AltiGen shall invoice Fiserv on a monthly basis for all Products
licensed or distributed by Fiserv and for all Software Assurance Program fees
accrued during the previous month. 
Payment in full for each Product purchased directly from AltiGen or it
Affiliates shall be made in U.S. dollars and is due and payable within thirty
(30) days of the date of the invoice (Due Date); provided that Fiserv may
withhold amounts disputed in good faith. Fiserv must have taken delivery of all
Products itemized within the invoice prior to remitting the full payment.  If the whole or any part of any  3


undisputed invoice
remains outstanding for 30 days or more, Fiserv shall pay an agreed finance
charge calculated at the rate of one percent (1%) per part or complete month on
the overdue balance, or the largest amount allowed by law, whichever is less.  4.4Taxes. 
Prices calculated in accordance with Exhibit A are exclusive of all
applicable taxes.  Fiserv agrees to pay
all taxes associated with the marketing, distribution and delivery of the
Products ordered, including but not limited to sales, use, excise, added value
and similar taxes and all customs, duties or governmental impositions, but
excluding taxes on AltiGens income.  Any
tax or duty AltiGen may be required to collect or pay upon the marketing or
delivery of the Products shall be paid by Fiserv and such sums shall be due and
payable to AltiGen at the time the applicable invoice is paid as described above.  If claiming a tax exemption, Fiserv must
provide AltiGen with valid tax exemption certificates.  4.5Revenue Targets.AltiGen and Fiserv agree to work together in good
faith to establish certain mutually agreeable revenue targets and related terms
and conditions.  Any such targets and
terms and conditions shall only be effective if set forth in a mutually
agreeable amendment to this Agreement signed by AltiGen and Fiserv.  5.PRODUCT CHANGES  5.1AltiGen shall have the right to announce new Products
to which the terms and conditions of this Agreement do not apply.  The parties agree that additional Products
may be added to the Agreement by execution of an appendix to this Agreement
setting forth any special terms, conditions, modifications or deletions
necessary for the additional Products and mutually agreed to by the
parties.  AltiGen agrees to notify Fiserv
about new Products prior to announcing them to the general public.  AltiGen will give prompt written notice to
Fiserv of any new Products.  5.2Subject to Fiserv paying all undisputed amounts for
the services described in the Software Assurance Program in accordance with the
terms of this Agreement. AltiGen shall provide to Fiserv and all End Users all
services described in the Software Assurance Program, including the
following:  (i) AltiGen shall notify
Fiserv of Upgrades (defined as a newly released version of the Product) and
Updates (as defined below) relating to the Products; (ii) AltiGen shall
provide to Fiserv copies of each released modification, bug fix, and update to
the Products (but excluding Upgrades) (Updates) and Upgrade before or at the
same time as provided to other resellers generally, and assist Fiserv in the
detection and correction of defects in the Products.  Such Updates shall include any necessary
changes to comply with US laws and regulations applicable to the Products; (iii) AltiGen
agrees that any such Upgrades or Updates shall not minimize any Product
functionality; (iv) AltiGen agrees to provide Fiserv with written or other
applicable Documentation that it may develop in its sole discretion concerning
any Upgrades or Updates, and (v) all such Upgrades and Updates shall
become part of the Products upon delivery and shall be subject to the terms and
conditions of this Agreement.  AltiGen
shall have the right to modify AltiGen Products and/or the Documentationthereof at any time, in its sole discretion, provided,
however, that AltiGen will give prompt written notice to Fiserv of any such
changes and Fiserv and its End Users will be provided with all such Updates as
provided above.  5.3Subject to Fiserv paying all undisputed amounts for
the services described in the Software Assurance Program in accordance with the
terms of this Agreement, AltiGen shall provide the sales support described in Exhibit B
hereto to Fiserv and/or Business Partners (but not its End Users) during the
term of this Agreement. AltiGen may provide End Users with support and
maintenance under a separate agreement on a fee basis. For the avoidance of doubt,
such support shall include the current and one prior version of each
Product.  AltiGen shall provide Fiserv
with the most recent version of its software portion of the Products for Fiservs
support of its End-Users.  4


6.DIRECT PURCHASES  6.1Procedure. 
All orders for Products placed by Fiserv shall be in writing.  Subject to Section 6.4 hereof, AltiGen
shall perform its obligations under each order. 
In the event AltiGen is unable to provide the exact Products ordered by
Fiserv or the End User, AltiGen may upon notice to Fiserv and agreement by
Fiserv and the End User, substitute certain Products with other products of
equal or better functionality and performance at no additional charge.  6.2Controlling Terms. 
The terms and conditions of this Agreement, shall apply to each order
accepted or shipped by AltiGen hereunder. Any terms or conditions appearing on
the face or reverse side of any purchase order, acknowledgment, or confirmation
that are different from or in addition to those required hereunder shall not be
binding on the parties, unless signed and returned, or unless both parties
hereto expressly agree in a separate writing to be bound by such separate or
additional terms and conditions.  6.3Fiserv Order
Cancellation.  Orders submitted to AltiGen may be canceled
without penalty if written notice of cancellation is given to AltiGen and the
notice is received by AltiGen at least three (3) days prior to the
scheduled shipment date.  Orders canceled
less than three (3) days prior to the scheduled shipment date will be
subject to a cancellation payment of [*****] of the invoice value of the
portion of the canceled order that includes Equipment supplied by third
parties.  In no event may Fiserv cancel
any order or any portion of an order after shipment.  6.4Product Availability. 
AltiGen will use commercially reasonable efforts to fill orders for
Products and meet requests for shipment dates subject to Product availability
and AltiGen production and supply schedules.  
Should orders for Products exceed AltiGens available inventory, AltiGen
will allocate its available inventory and make deliveries on a basis AltiGen
deems equitable, in its sole discretion, and without liability to Fiserv on
account of the method of allocation chosen or its implementation.  Notwithstanding the foregoing, AltiGen agrees
to ship all Products within 30 days of order date; provided, however, in the
event AltiGen is unable to ship all Products within such period of time, AltiGen
shall notify Fiserv as soon as AltiGen becomes aware of such inability and
Fiserv and Altigen will negotiate in good faith to agree to extend the shipping
timeline.  Fiserv will not be responsible
for payment on any filing error that was filed incorrectly by AltiGen.  6.5Delivery. AltiGen will ship Products F.O.B.
destination.  Fiserv may change the
designated locations by providing AltiGen with written notice of such change,
and the notice is received by AltiGen at least three (3) days prior to the
estimated shipment dates.  6.6Security Interest. 
In the event that AltiGen extends credit to Fiserv for Product
purchases, Fiserv grants AltiGen, as security for Fiservs obligations
hereunder, a purchase money security interest in (i) the Products to be acquired
from AltiGen under the Agreement or any extension of the Agreement and (ii) the
proceeds of such Products.  Upon AltiGens
request, Fiserv agrees to execute and cause to be filed all instruments or
documents (including without limitation financing statements) necessary to
perfect any such security interest.  7.[INTENTIONALLY OMITTED.]  8.FISERV OBLIGATIONS  8.1Point of Sale Reports. 
During the term of this Agreement, Fiserv shall provide to AltiGen one
monthly report for Fiserv and all Affiliates in Electronic format (email)
containing the following information for the previous month:  (i) the destination companys (End Users)
name, (ii) the ship to address, 
zip code and area code and (iii) the part number of the Products
shipped.  Such report, with respect to a
calendar month, shall be delivered to AltiGen no later than the tenth (10th)
day of the following calendar month.  8.2Spares Inventory. Fiserv and/or Business Partner shall
maintain at all times an adequate supply of spare parts and Product in the
event of any End User repair or warranty claims. AltiGen will provide  5


a recommended list as
appropriate.  AltiGen will provide the
spare inventory at the price set forth on the Price List to Fiserv and/or the
Business Partner.  8.3Tax resale certificate.Fiserv shall provide a tax resale
certificate for each state that product will be shipped to by AltiGen, prior to
the acceptance or processing on any Fiserv orders.  8.4Fiserv agrees to enter into an agreement with each End
User that licenses or receives access to the Products, which agreement will
contain terms that are at least as protective of AltiGens rights and interests
as those terms set forth in this Agreement and shall include terms that do not
materially differ from those set forth on Exhibit D.  Fiserv shall be solely responsible for any
limitation of liability, disclaimer, and/or warranty provisions provided in its
End User Agreements (and consequences thereof) that materially differ from
AltiGens standard end user license agreement, a copy of which the parties
acknowledge has been provided to Fiserv. 
Upon the prior written request of AltiGen, no more than 3 times per
year, Fiserv agrees to provide AltiGen with a copy of the relevant portion of
Fiservs then current model End User Agreement applicable to the license and/or
distribution of the Products to End Users.  9.ALTIGEN OBLIGATIONS  9.1AltiGen shall provide, at Fiservs option and with the
sole cost to Fiserv being the reimbursement by Fiserv of AltiGens reasonable
travel related expenses, two training sessions per year relating to AltiGen
Products for up to 15 employees of Fiserv at a mutually agreed time and an
agreed upon location.  If requested by
Fiserv, AltiGen may provide additional training at AltiGens standard
charges.  All travel related expenses
shall be in accordance with Fiservs then current expense reimbursement
policies, a current copy of which has been provided to AltiGen, provided that
Fiserv may update such policy from time to time by providing a revised copy to
AltiGen.  9.2AltiGen shall have appropriate qualified personnel
knowledgeable about new developments relating to AltiGen Products trained to
provide support and maintenance relating to AltiGen Products.  9.3AltiGen shall promptly notify Fiserv of any material
problems relating to AltiGen Products of which AltiGen is advised or aware.  9.4AltiGen shall provide a Web link to the Fiserv
designated website from the business partner page or some other
appropriate page of AltiGens website.  9.5AltiGen shall provide Fiserv with all reasonably
necessary access to the Products (solely as provided herein), at no charge, to
enable Fiserv to market and demonstrate the Products.  9.6AltiGen shall provide Fiserv with all reasonably
necessary assistance needed by Fiserv to integrate the Products into the
Bundled Products at no charge to Fiserv. 
In addition, AltiGen shall provide Fiserv with all reasonably necessary assistance
needed by Fiserv to convert End Users to the Products or Bundled Products, as
applicable, provided that each party shall bear its own costs in connection
with such conversion and such conversion shall be performed in accordance with
a project plan mutually agreeable to the parties.  9.7AltiGen agrees for a period of one year after
installation to promptly repair or replace at no cost to Fiserv or any End User
any portion of the Products that include Equipment supplied by third parties
that do not operate in accordance with the user manual or any materials
provided with the Products.  9.8With respect to a particular Product for an End User,
AltiGen agrees to begin providing services described in the Software Assurance
Program and to start billing for such services on the earlier of (i) 90
days after the applicable Product is registered with AltiGen, and (ii) notice
(which may be via email or telephone) that the Product is being used by the End
User in live production.  6


9.9In the event Fiserv requests commercially reasonable
updates or other developments to the Products, AltiGen will perform such
development within a reasonable period of time and in any event within a time
period required to comply with any applicable legal, regulatory or other
requirement, guideline, or recommendation, at reasonable, mutually agreed upon
fees, provided that the agreement of AltiGen will not be unreasonably withheld
or unduly delayed.  9.10AltiGen agrees to within 2 years of the Effective Date
provide for periodic independent audits of its operations, which shall include
an annual SAS-70
Type II.   Notwithstanding the foregoing,
AltiGen agrees to take all actions needed in preparation of the SAS-70 Type II
audit as promptly as possible following the Effective Date.  Fiserv agrees to pay AltiGen [*****] on the
day the first SAS 70 Type II engagement begins provided that AltiGen provides
Fiserv with reasonable proof of such engagement.  AltiGen shall pay for all successive audits.  AltiGen shall provide Fiserv with a copy of
such independent audit report of the AltiGen service center providing Services
within a reasonable time after its completion. 
If material deficiencies affecting the Products or related services are
noted in such audit report, AltiGen will develop and implement an action plan
to address and resolve any such deficiencies within a commercially reasonable
time at AltiGens expense.  Fiserv agrees to
pay AltiGen [*****] after any material deficiencies in the first SAS 70 Type II
audit are remedied to the auditors satisfaction.  9.11AltiGen agrees to as promptly as possible take all
actions needed to create contingency plans, recovery plans, and property risk
controls (Contingency Plans) and to have such Contingency Plans implemented
no later than 1 year from the Effective Date. 
AltiGen will, throughout the term of this Agreement, maintain its
current Contingency Plans to help ensure AltiGens continued and uninterrupted
performance of the obligations of this Agreement.  Beginning on the 1 year anniversary of the
Effective Date, the Contingency Plans must be delivered to Fiserv within 30
days of request from Fiserv.  In the
event Fiserv objects to any Contingency Plan or any portion thereof in writing,
AltiGen shall respond in writing within 30 days of Fiservs objection, and the
parties will work together in good faith to address any such objection.  AltiGen will work with Fiserv in good faith
to further develop such Contingency Plans and adapt them as necessary to meet Fiservs
requirements at the expense of AltiGen.  9.12During the term of this Agreement and for long as
AltiGen is performing its obligations hereunder, AltiGen shall secure and
maintain at its own expense insurance of the following types and amounts:  (a)Commercial General Liability (CGL)
Insurance in an amount of $1,000,000 per occurrence, subject to a $2,000,000
general aggregate covering, without limitation, bodily injury (including
death), personal injury, defamation, property damage, contractual liability and
products/completed operations coverage.  (b)Workers Compensation  Coverage A -
Statutory limits.  Employers
Liability  Coverage B  Bodily
Injury by Accident - $1,000,000 each accident  Bodily Injury by
Disease - $1,000,000 policy limit  Bodily Injury by
Disease - $1,000,000 each employee  (c)Commercial Automobile Liability Insurance
in an amount of $1,000,000 combined single limit covering bodily injury
(including death) and property damage for all owned, hired, and non-owned
vehicles used by AltiGen.  7


(d)Umbrella Liability Insurance with
respect to the liability coverage required in subsections (a), (b), and (c) herein
in an amount of $5,000,000 combined single limit per occurrence and in the
aggregate.  (e)Commercial Crime Insurance, in an amount
of $1,000,000 per claim  (f)Claims Made Annual Aggregate Errors and
Omissions including cyber liability coverage with per claim limits of
$1,000,000.  Fiserv and its
subsidiaries and their respective successors, and each of their respective
directors, officers, employees, and agents shall be named as additional insured
on the CGL policy.  All of the foregoing
policies shall be issued by insurance companies having an A- rating or better
by A.M. Best Company.  These insurance
provisions set forth the minimum amounts and scopes of coverage to be
maintained by AltiGen and are not to be construed in any way as a limitation on
its liability under any services agreement. 
Any and all deductibles specified in the above-referenced insurance
policies shall be assumed by and are for the account of AltiGen.  All insurance coverage shall be primary and
will not participate with nor will be excess over any valid and collectable
insurance or program of self-insurance carried or maintained by Fiserv.  AltiGen shall furnish standard Accord
Certificates of Insurance evidencing all of the foregoing insurance coverage
prior to execution of this Agreement. 
Each certificate must specify that at least 30 days prior written
notice shall be given to Fiserv in the event of any material change or
cancellation of coverage for any reason. 
All of the above-described policies shall provide that no less than
thirty (30) days prior written notice of cancellation, material modification,
reduction in coverage, or non-renewal shall be given to Fiserv.  9.13Notice.  AltiGen agrees to provide Fiserv with prompt
written notice upon AltiGen, or any of its officers, directors, employees, or
shareholders, individually or as a group, owning more than 49% of the
outstanding voting securities of AltiGen becoming aware of any fact,
circumstance, offer or event that could reasonably be expected to lead to or
result in a change of control of AltiGen or the business of AltiGen that is the
subject matter of this Agreement (e.g., a sale of assets), including, without
limitation, by way of merger, sale of stock or sale of assets of AltiGen.  Relevant information, including a detailed
description of the fact, circumstance, offer or event (to the extent that such
information is provided to AltiGen prior to the execution of any non-disclosure
agreement or after execution of any non-disclosure agreement that allows
such disclosure), shall be provided within the notice to Fiserv; provided that
AltiGen shall only be relieved of providing such description if such
information is provided after execution of any non-disclosure agreement if such
agreement prohibits such disclosure despite AltiGens commercially reasonable
efforts to allow such disclosure.  10.TRADEMARKS AND CONFIDENTIAL
INFORMATION  10.1Trademarks. 
AltiGen shall have and retain sole ownership of AltiGens logo, trade
names and trademarks (Trademarks), including the goodwill pertaining
thereto.  AltiGen hereby grants to Fiserv
the limited right to use and display the Trademarks solely in connection with
and solely to the extent reasonably necessary for the marketing, distribution,
and support of the Products within the Territory in accordance with the terms
and conditions of this Agreement, and subject to any quality controls of
AltiGen provided to Fiserv in writing. Subject to such terms and conditions,
Fiserv may market, distribute, and support the Products under the Trademarks or
on a private label basis as described herein, provided that any AltiGen
copyright or proprietary notices necessary to preserve AltiGens rights and
interests in the Products are not altered or removed.  With the exception of the Bundled Product,
Fiserv may not affix any of the Trademarks to any non-AltiGen products without
AltiGens prior written consent.  Prior to the firstuse,
Fiserv shall provide to AltiGen a copy of any promotional advertising and
other materials using or displaying the Trademarks or referring to Fiserv as an
authorized AltiGen reseller, which shall be subject to AltiGens prior written
approval, which approval will not be unreasonably withheld or unduly delayed.  8


10.2Confidential Information. 
During the term of this Agreement, each party (Recipient) will maintain
in confidence any confidential or proprietary information of the other party (Discloser)
disclosed to it including, without limitation, the Product and any information
regarding scientific, engineering, manufacturing, marketing, business plans,
financial or personnel matters relating to Discloser or its end user customers,
whether in oral, written, graphic or electronic form (Confidential Information).  Recipient agrees to hold as confidential all
Confidential Information it receives from the Discloser.  All Confidential
Information shall remain the property of Discloser or its suppliers and
licensors.  Recipient will use the same
care and discretion to avoid disclosure of Confidential Information as it uses
with its own similar information that it does not wish disclosed, but in no
event less than a reasonable standard of care. 
Recipient may only use Confidential Information in accordance with the
purpose of this Agreement.  AltiGen
specifically agrees that it will not use or disclose any non-public personal
information about End Users in any manner prohibited by Title V of the
Gramm-Leach-Bliley Act or the regulations issued thereunder.  Recipient may disclose Confidential
Information to: (i) its and its affiliates employees, attorneys and
accountants who have a need to know; (ii) any Business Partner as needed
for such Business Partner to market and distribute the Product or otherwise
provide services to any End User and any other purpose for which such Business
Partner may have a need to know; and (iii) any other party with Disclosers
prior written consent.  Before disclosure
to any of the above parties, Recipient will have a written agreement with or
other obligation of confidentiality from such party sufficient to require that
party to treat Confidential Information in accordance with this Agreement.  Recipient may disclose Confidential
Information to the extent required by law. 
However, Recipient agrees to give Discloser prompt notice, if legally
permissible, so that Discloser may seek a protective order.  At Recipients option, Confidential
Information will be returned to Discloser or destroyed (except as may be
contained in back-up files created in the ordinary course of business that are
recycled in the ordinary course of business over a 30- to 90-day period) at the
termination or expiration of this Agreement and, upon Disclosers request,
Recipient will certify to Discloser in writing that it has complied with the
requirements of this sentence.  The
provisions of this sub-section survive any termination or expiration of this
Agreement.  10.3AltiGen and Fiserv agree to keep the terms and
conditions of this Agreement confidential.  10.4Exceptions. 
The obligations of confidentiality contained in Section 10.2 will
not apply to the extent that it can be established that such Confidential
Information:  (a)was already known to Recipient, other than under an
obligation of confidentiality, at the time of disclosure by Discloser;  (b)was generally available to the public or otherwise
part of the public domain at the time of its disclosure to Recipient without
breach of this Agreement;  (c)became generally available to the public or otherwise
part of the public domain after its disclosure and other than through any
breach of this Agreement;  (d)was disclosed to Recipient, other than under an
obligation of confidentiality, by a third party; or  (e)was or is independently developed by Recipient without
use of or reference to Confidential Information.  10.5AltiGen has implemented and shall maintain an information
security program that is designed to meet the following objectives:  (i) protect the security and
confidentiality of customer information (as defined in GLB); (ii) protect
against any anticipated threats or hazards to the security or integrity of such
information; (iii) protect against unauthorized access to or use of such
information that could result in substantial harm or inconvenience to any
customer; and (iv) ensure the proper disposal of consumer information
(information obtained from consumer reports as defined in the Fair Credit
Reporting Act).  Upon Fiservs written
request, AltiGen shall allow Fiserv to review any associated audit reports,
summaries of test results or equivalent measures taken by AltiGen to assess
whether its information security program meets the foregoing objectives.  AltiGen shall also take appropriate actions
to address incidents of unauthorized access to Fiservs and its End Users sensitive
customer information (as defined in GLB), including notification to Fiserv as
soon as possible of  9


any such incident.  Within 30 days of Fiservs written request,
AltiGen shall provide to Fiserv a summary of AltiGens written information
security plan for the applicable Products received by Fiserv and its End Users,
and thereafter upon Fiservs request will provide updates on the status of such
information security plan.  11.INDEMNIFICATION  11.1AltiGen Indemnity. 
Subject to the limitations set forth herein below, AltiGen shall defend,
indemnify and hold harmless Fiserv, its Affiliates, Business Partners, and End
Users with respect to any damages, costs, expenses (including reasonable
attorneys fees), claims, suits or proceedings brought against Fiserv, or any
Affiliate, Business Partner or End User to the extent it is based upon a claim
that any Product (whether in object or source code) used, licensed, or resold
pursuant to this Agreement infringes upon any U.S. or Canadian patent,
trademark, copyright, trade secret or other intellectual property right of any
third party. Fiserv shall (i) promptly notify AltiGen in writing of such
claim, suit or proceeding; (ii) give AltiGen the right to control and
direct investigation, preparation, defense and settlement of any claim, suit or
proceeding; and (iii) give reasonable assistance and reasonable
cooperation for the defense of same at AltiGens expense.  AltiGen shall not be liable for settlements
incurred by Fiserv without AltiGens prior written authorization.  If a Product is, or in AltiGens opinion
might be, held to infringe as set forth above, AltiGen shall, at its option,
replace or modify such Product so as to avoid infringement, or procure the
right for Fiserv, Business Partners, and End Users to continue the use, license
and resell such Product.  If neither of
such alternatives is, in AltiGens opinion, reasonably possible, the infringing
Product shall be returned to AltiGen, and AltiGens sole liability, in addition
to its obligation set forth above, shall be to refund the purchase price and
any recurring fees paid for such Products by Fiserv and End User.  11.2Exclusions. 
AltiGen is not liable under Section 11.1 for alleged infringements
based upon or attributable to: (i) Fiserv specifications or designs for
which AltiGen has given Fiserv notice of Intellectual Property issues or
concerns; (ii) services, upgrades, changes or modifications to the
Products by Fiserv or any third party; (iii) use of the Products in
combination with products or services not furnished by AltiGen where such
infringement results from such combination, including without limitation with
respect to Bundled Products; or (iv) use of Products in a manner not
authorized by AltiGen hereunder.  11.3Entire Liability and Limitation. 
THE FOREGOING SECTIONS 11.1 AND 11.2 STATE THE SOLE AND EXCLUSIVE REMEDY
OF FISERV AND THE ENTIRE LIABILITY AND OBLIGATION OF ALTIGEN WITH RESPECT TO
INFRINGEMENT OR CLAIMS OF INFRINGEMENT OF ANY PATENT, COPYRIGHT, TRADE SECRET
OR OTHER INTELLECTUAL PROPERTY RIGHT BY THE PRODUCTS OR ANY PART THEREOF.  11.4Fiserv shall indemnify and hold harmless AltiGen
against any and all claims by End Users arising out of the performance and
non-performance of the Product provided by AltiGen, provided that the
indemnity listed herein shall not preclude Fiservs recovery of damages from
AltiGen pursuant to the terms and conditions of this Agreement.  12.WARRANTY  12.1Except as set forth in Section 9.7,AltiGen represents and warrants to Fiserv that the
Products will perform in accordance with its functional specifications,
Documentation, sales literature, and the exhibits to this Agreement, and
according to the terms and conditions specified therein.  AltiGen agrees to promptly correct any
material defects or malfunctions with the Product in accordance to the
functional specifications without charge to Fiserv or End Users.  12.2AltiGen represents and warrants to Fiserv that it has
the right to license and provide use of the Products and the other rights granted
hereunder.  10


12.3AltiGen represents and warrants to Fiserv that the
Products, at the time of shipment to Fiserv or when downloaded from the AltiGen
website, do not contain any pre-programmed devices that have the purpose of
causing the products to be erased, become inoperable, or incapable of
processing, and the Products do not include viruses that can be detected by
commercially reasonable and industry standard anti-virus software.  12.4Each
Party represents and warrants to the other Party that services rendered under
this Agreement shall be performed in a workmanlike and professional manner in
accordance with industry standards.  12.5Each
Party represents and warrants to the other Party that it will perform the
obligations of this Agreement in compliance with all U.S. federal laws, rules,
and regulations applicable to the performance of those obligations.  12.6AltiGen represents and warrants to Fiserv that:  the Products will comply in all material
respects with laws, rules, and regulations generally applicable to End Users
clients in the industry in which the functionality is intended to be used.  12.7AltiGen and Fiserv each represent and warrant that (a) no
contractual obligations exist that would prevent it from entering into this
Agreement; and (b) it has the requisite authority to execute, deliver, and
perform its obligations under this Agreement.  12.8Limitations and Disclaimer. 
EXCEPT FOR THE WARRANTIES SET FORTH IN THIS AGREEMENT, TO THE GREATEST
EXTENT POSSIBLE UNDER APPLICABLE LAW, ALTIGEN EXPRESSLY DISCLAIMS ALL
WARRANTIES, WHETHER EXPRESSED OR IMPLIED, ORAL OR WRITTEN, OR ARISING BY
CUSTOM, STATUTE, OR OTHERWISE RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT,
AND FURTHER EXPRESSLY EXCLUDES ANY WARRANTY OF NON-INFRINGEMENT, FITNESS FOR A
PARTICULAR PURPOSE, TITLE, OR MERCHANTABILITY.  13.LIMITATION ON LIABILITY  13.1Waiver of Consequential Damages. 
WITH THE EXCEPTION OF EITHER PARTYS OBLIGATIONS PURSUANT TO SECTION 11,
OR CLAIMS BY EITHER PARTY PURSUANT TO SECTION 10, IN NO EVENT WILL EITHER
PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL
DAMAGES, INCLUDING WITHOUT LIMITATION ANY LOSS OF INCOME, LOSS OF PROFITS OR
LOSS OF DATA, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT.  13.2Limitation of Liability. 
WITH THE EXCEPTION OF EITHER PARTYS OBLIGATIONS PURSUANT TO SECTION 11,
OR CLAIMS BY EITHER PARTY PURSUANT TO SECTION 10, EACH PARTYS TOTAL
LIABILITY TO THE OTHER PARTY OR ANY THIRD PARTY HEREUNDER SHALL NOT EXCEED THE (A) WITH
RESPECT TO THE PROGRAM, [*****************************************], (B) WITH
RESPECT TO EQUIPMENT, [*****************************************], AND (C) WITH
RESPECT TO ALL OTHER CLAIMS OR OBLIGATIONS, [***********************************************].  14.TERM AND TERMINATION  14.1Term.  Subject to
the provisions of Sections 14.2 and 14.3 below, this Agreement is valid for a
term of 10 years from the Effective Date and shall be renewed automatically for
additional 5 year terms unless either party provides the other party with 90
days written notice prior to the end of the initial term or any subsequent term
of the Agreement.  14.2Termination for Cause.  11


(a)  AltiGen may
terminate the Agreement for cause if Fiserv fails to meet its payment
obligations for undisputed invoices under the Agreement and such failure
continues for thirty (30) days following receipt of written notice from
AltiGen.  (b)  Either party
may terminate this Agreement for cause upon sixty (60) days written notice to
the other party if such other party materially breaches this Agreement and such
material breach is not cured within the sixty (60) day period following
delivery of notice.  (c)  Either party
shall have the right to terminate this Agreement immediately upon written
notice in the event the other party becomes subject to any bankruptcy or
insolvency proceeding under Federal or State statute, and such petition is not
dismissed within sixty (60) days.  (d)  Fiserv may
terminate the Agreement in accordance with Section 15.9.  14.3Effect of Termination. 
For a period of sixty (60) days following termination of this Agreement,
Fiserv and/or its Business Partners may distribute any Products in their
possession at the time of termination. 
In addition, Fiserv shall be entitled to retain existing copies of the
Product to provide services to End Users until expiration of Fiservs agreement
with such End User.  AltiGen shall apply
the value of any returned Products to any outstanding credit balance in Fiservs
account, and shall refund Fiserv for the value of the returned Products.  The termination of this Agreement shall
not act to terminate the licenses granted to End Users pursuant to this Agreement
or the End User Agreement.  Upon
termination or expiration of this Agreement, AltiGen agrees to provide
maintenance services and support to Fiserv with respect to Products, so long as
AltiGen provides such maintenance services generally to its End-Users for
Products, and provided that Fiserv remains current in the payment of all
applicable maintenance fees charged by AltiGen in accordance with the
applicable Software Assurance Program and this Agreement.  14.4AltiGen will (i) subject to Fiserv paying all
undisputed amounts for the services described in the Software Assurance Program
in accordance with the terms of this Agreement, continue to provide the
technical support described in Exhibit B hereto and Updates to Fiserv, and
(ii) continue to allow Fiserv and its End Users to use the Products, in
each case until the earlier to occur of (x) with respect to an individual
End User, termination or expiration of an applicable agreement between Fiserv
and the End User,  or (y) 5 years
from the effective date of termination, to enable Fiserv to satisfy its
obligations under its agreements with End Users and to transition to a third
party.  Accordingly, Fiserv will continue
to make payments as provided herein during any such allowed period.  14.5AltiGen agrees to at Fiservs expense have escrowed
the source code and all available relevant explanations and Documentation for
the source code for the Product, along with future enhancement to Product
functionality and all Documentation necessary to enable and run the Product
(collectively, the Source Code) so that the Source Code for the Product
functionality will be released for Fiservs benefit upon those events and
pursuant to those terms and conditions set forth in the escrow agreement
entered into by each of AltiGen, Fiserv and the escrow agent.  15.MISCELLANEOUS  15.1Non-exclusivity. 
AltiGen retains the right to market, distribute, and support the
Products in the Territory directly to or through any person or entity on any
terms deemed desirable by AltiGen in its sole discretion.  Fiserv retains the right to market,
distribute and support any products or services that compete with the Products
in the Territory.  15.2Modification and Amendment. 
Except with respect to Exhibit A hereof, this Agreement may be modified
or amended only in writing by the consent of both parties.  15.3Survival. 
All rights and obligations of the parties under this Agreement that, by
their nature, do not terminate with the expiration or termination of this
Agreement shall survive the expiration or termination of this Agreement.  12


15.4Governing Law. 
This Agreement is made in accordance with and shall be governed and
construed under the laws of the State of New York, without reference to
principles related to conflict of laws.  15.5Toll Fraud. Fiserv is forbidden from stating or
implying that AltiGen Products provide immunity from fraudulent intrusion (Toll
Fraud). Fiserv must use this language on all sales materials and contracts involving
AltiGen Products. AltiGen will not accept liability for any damages, including
long distance charges, which result from unauthorized and/or unlawful use.  15.6Notices. 
All notices, demands, or consents required or permitted under this
Agreement shall be in writing and shall be delivered personally or sent by a
national overnight courier service or by registered or certified, return
receipt requested mail to the other party at the addresses first set forth
above.  All notices, demands, or consents
shall be effective upon receipt.  15.7No Partnership of Joint Venture. 
No agency, employment, partnership, joint venture, or other joint
relationship is created hereby, it being understood that Fiserv and AltiGen are
independent contractors vis-à-vis one another and that neither has any
authority to bind the other in any respect whatsoever.  15.8Force Majeure. 
Neither party shall be deemed to be in default of or to have breached
any provision of this Agreement as a result of any delay, failure in performance,
or interruption of service resulting directly or indirectly from acts of God,
acts of civil or military authority, civil disturbance, war, strikes or other
labor disputes, fires, transportation contingencies, laws, regulations, acts or
orders of any government agency or official thereof, other catastrophes or any
other circumstances beyond the partys reasonable control.  15.9Assignment.  (a)  Fiserv may not
assign this Agreement whether by operation of law or otherwise or any of its
rights, duties or obligations under this Agreement to any third party without
AltiGens prior written consent, which consent shall not be unreasonably
withheld.  Notwithstanding the foregoing,
Fiserv may assign its rights and delegate its obligations under this Agreement upon
at least ten (10) days prior written notice to AltiGen to a purchaser of
all or substantially all of its voting stock or capital assets or to an entity
with which such party merges or is consolidated, or to any Affiliate;  (b)  AltiGen may not
sell, assign, transfer, pledge or otherwise dispose of this Agreement, whether
pursuant to a change of control, by operation of law, or otherwise, without
Fiservs prior written consent, which consent may be withheld in Fiservs sole
discretion; provided, however, in the event of any assignment by AltiGen
hereunder, Fiserv may terminate this Agreement upon ninety (90) days notice to
AltiGen.  (c)  Any attempt to
so assign in contravention of the Agreement shall be void.  15.10Severability and Waiver. 
In the event any provision of this Agreement is held to be invalid or
unenforceable, the valid or enforceable portion thereof and the remaining
provisions of this Agreement will remain in full force and effect.  Any waiver (express or implied) by any party
of any default or breach of this Agreement shall not constitute a waiver of any
other or subsequent default or breach.  15.11Entire Agreement. 
This Agreement and all Exhibits referred to herein embody the entire
understanding of the parties with respect to the subject matter hereof and
shall supersede all previous communications, representations or understandings,
either oral or written, between the parties relating to the subject matter
hereof.  13


15.12Headings.  The section headings appearing in this
Agreement are inserted only as a matter of convenience and in no way define,
limit, construe or describe the scope or intent of any such section nor in any
way affect this Agreement.  15.13Prevailing Party.The prevailing party in an action brought against the
other to enforce the terms of this Agreement or any rights or obligations
hereunder, shall be entitled to receive its reasonable costs and expenses of
bringing such action including its reasonable attorneys fees.  15.14Non-Solicit.Neither party shall, without the other
partys prior written consent, directly or indirectly, solicit for employment
or hire any Restricted Employee (as defined herein) while such person is
employed by the other party and for the 12-month period starting on the earlier
of: (i) termination of such Restricted Employees employment with the
non-hiring party, or (ii) termination or expiration of this
Agreement.  The foregoing shall not apply
to the hiring of Restricted Employees that respond to Internet or other
advertisements of general circulation not specifically targeted at such
employees, and with respect to Fiserv as the hiring party shall only apply to
the Fiserv service centers participating in this Agreement. Restricted Employee means any former
or current employee of a party or its affiliates that the non-hiring party
became aware of or came into contact with during each partys performance of
its obligations under this Agreement.  15.15Subcontracting.AltiGen may not subcontract all
or any portion of the performance of the services pursuant to the Agreement
without the prior written consent of Fiserv. 
Any subcontractors shall be required to comply with all applicable terms
and conditions of this Agreement, and AltiGen shall remain primarily liable for
the performance of any such subcontractors.  15.16Publicity.AltiGen shall not use Fiservs name,
trademarks or service marks, or refer to Fiserv directly or indirectly in any
media release, public announcement, or public disclosure relating to this
Agreement, including in any promotional or marketing materials, customer lists,
business presentations, or public or private web site display, without the
prior written consent of Fiserv to each such use or release.  15.17Independent Contractors.  AltiGen and
Fiserv expressly agree they are acting as independent contractors and under no
circumstances shall any of the employees of one party be deemed the employee of
the other for any purpose.  This
Agreement shall not be construed as authority of either party to act for the
other party in any agency or other capacity, or to make commitments of any kind
for the account of or on behalf of the other except as expressly authorized
herein.  15.18Advertising.Neither Party shall use the others Parties
name or the fact that they have entered into this Agreement, in any press
releases, advertisement or announcement without the other Parties prior written
consent.  IN
WITNESS WHEREOF,
the parties hereto have duly executed this Agreement, including the Exhibits
hereto, and incorporated herein by reference, as of the date first written
above.  ALTIGEN COMMUNICATIONS, INC.
  
  FISERV SOLUTIONS, INC./s/ Jeremiah Fleming
  
  /s/ Joe AntellocySigned
  
  SignedJeremiah Fleming
  
  Joe AntellocyPrint Name
  
  Print NamePresident & COO
  
  Authorized SignatoryTitle
  
  Title9-2-09
  
  8-28-09Date
  
  Date  14


Exhibit A  ALTIGEN
FISERV PRICE LIST  Payment from Fiserv to AltiGen will follow the terms described in Section 4
of this Agreement.  All AltiGen Product
licenses are sold as concurrent licenses to all End Users.  Fee for Fiserv internal use of the Products
  
  [**]for Product and Software Assurance ProgramFee for End Users
  
  Set forth in Detail Components List
  Detail Components List  15


Effective August 28, 2009
  
  AltiGen
  Communications, Inc.
  FISERV Price Guide  Part 1 - Servers, Board, and
Phones  PricePart Number
  
  Description
  
  Product
  
  SAOFFICE
  ServersALTI-OFFICE2G-R1
  
  8 PCI Slots IP-PBX with License Bundle
  (24ST/20AV/1AC)
  
  Note: 1-2
  
  [********
  ]
  [********
  ]]ALTI-OFFICE3G-R2
  
  15 PCI Slots IP-PBX with License Bundle
  (24ST/20AV/1AC)
  
  Note: 1-3
  
  [********
  ]
  [********
  ]Telephony
  Boards for OFFICE ServersALTI-TTAS-12-B
  
  Triton 12 port Analog Extension Board, Rev. B
  
  Note: 1-5
  
  [********
  ]
  N/AALTI-TTRS-12
  
  Triton 12 Session Resource Board
  
  Note: 1-6
  
  [********
  ]
  N/AALTI-TTAT-8
  
  Triton 8 port Analog Trunk Board  Loopstart Only
  
  Note: 1-7
  
  [********
  ]
  N/AALTI-TTAT-12
  
  Triton 12 port Analog Trunk Board  Loopstart Only
  
  Note: 1-8
  
  [********
  ]
  N/AALTI-TTAT-12GS
  
  Triton 12 port Analog Trunk Board  Loopstart /
  Groundstart
  
  Note: 1-8
  
  [********
  ]
  N/AALTI-T1E1-1
  
  Triton T1/E1/PRI Board
  
  Note: 1-9
  
  [********
  ]
  N/AALTI-TTIP
  
  Triton VoIP Board (12 G.723/729/711 or 30 G.711)
  
  Note: 1-10
  
  [********
  ]
  N/AALTI-CONF-30
  
  Triton 30 Party MeetMe Conference Board
  
  Note: 1-11
  
  [********
  ]
  N/AMAX1000
  System and Access BoardsALTI-MAX1000-A3
  
  MAX1000 Server with License Bundle (8ST/8AV/1AC)
  
  
  
  [********
  ]
  [********
  ]ALTI-MAX1000-R1
  
  MAX1000R Server with RAID1 and License Bundle
  (8ST/8AV/1AC)
  
  
  
  [********
  ]
  [********
  ]ALTI-M0404-T1E1
  
  MAX Access Board 4 Analog Trunk / 4 Analog Ext. /
  1T1E1 Port
  
  
  
  [********
  ]
  N/AALTI-M0804
  
  MAX Access Board, 8 Analog Trunk / 4 Analog Ext.
  Port
  
  
  
  [********
  ]
  N/AALTI-M0408
  
  MAX Access Board, 4 Analog Trunk / 8 Analog Ext.
  Port
  
  
  
  [********
  ]
  N/AALTI-M0012
  
  MAX Access Board, 12 Analog Ext. Port
  
  
  
  [********
  ]
  N/AALTI-MAXWMB
  
  MAX1000 Wall Mount Bracket
  
  
  
  [********
  ]
  N/APhones
  and AccessoriesALTI-IP710
  
  IP710 IP Phone
  
  
  
  [********
  ]
  N/AALTI-IP705
  
  IP705 IP Phone
  
  
  
  [********
  ]
  N/AALTI-AT510
  
  AltiTouch 510 Analog Speaker phone with headset port
  
  
  
  [********
  ]
  NAMSC-IP7XXPOE-CL2
  
  PoE Module for IP7xx series IP Phone, Class-2
  
  
  
  [********
  ]
  N/AMSC-IP710WMB-05
  
  IP710 Wall Mount Bracket, 5 per pack
  
  
  
  [********
  ]
  N/A  
 Notes 1-2)
  2x80GB SATA RAID1, 2x400W Hot Swap Redundant Power1-3)
  3x80GB SATA RAID1+Hot Spare, 2x460W Redundant Power1-5)
  ALTI-TTAS-12-B only supported in Release 5.0A
  UPDATE4 and above.1-6)
  A resource board is required for supervisor silent
  monitoring or barge-in agent conversation, or for extra conference bridges.1-7)
  ALTI-TTAT-8 is supported in Release 5.0A UPDATE2 and
  above.1-8)
  ALTI-TTAT-12 and ALTI-TTAT-12GS are supported in
  Release 4.0A and above.1-9)
  T1/PRI is supported in Release 4.0 or higher, E1/PRI
  is supported in Release 4.5 and higher1-10)
  In Release 5.0(A) and above, ALTI-TTIP can be
  configured as either 12 port G.723/G.279/G.711 or 30 port G.711.1-11)
  ALTI-CONF-30 is supported in Release 5.1 and above.  16


Part 2 Station and
Workgroup Agent Licenses  PricePart Number
  
  Description
  
  Product
  
  SAStation
  LicensesALTI-STATION-01
  
  01 Station Licenses
  
  
  
  [********
  ]
  [********
  ]ALTI-STATION-03
  
  03 Station Licenses
  
  
  
  [********
  ]
  [********
  ]ALTI-STATION-05
  
  05 Station Licenses
  
  
  
  [********
  ]
  [********
  ]ALTI-STATION-10
  
  10 Station Licenses
  
  
  
  [********
  ]
  [********
  ]ALTI-STATION-20
  
  20 Station Licenses
  
  
  
  [********
  ]
  [********
  ]ALTI-STATION-40
  
  40 Station Licenses
  
  
  
  [********
  ]
  [********
  ]ACC
  Seat Licenses (R5.0~6.0)ACC-SEAT500-01
  
  1 ACC 5.x Agent License
  
  
  
  [********
  ]
  [********
  ]ACC-SEAT500-05
  
  5 ACC 5.x Agent License
  
  
  
  [********
  ]
  [********
  ]ACC-SEAT500-10
  
  10 ACC 5.x Agent License
  
  
  
  [********
  ]
  [********
  ]ACC-SEAT500-20
  
  20 ACC 5.x Agent License
  
  
  
  [********
  ]
  [********
  ]ACM
  Seat Licenses (R5.0~6.0)ACM-SEAT500-01
  
  1 ACM 5.x Agent License
  
  
  
  [********
  ]
  [********
  ]ACM-SEAT500-05
  
  5 ACM 5.x Agent License
  
  
  
  [********
  ]
  [********
  ]ACM-SEAT500-10
  
  10 ACM 5.x Agent License
  
  
  
  [********
  ]
  [********
  ]ACM-SEAT500-20
  
  20 ACM 5.x Agent License
  
  
  
  [********
  ]
  [********
  ]ACC to
  ACM Agent Seat Migration Licenses (R5.0~6.0)ACM-SEAT500-MIG-01
  
  1 ACC Agent Migrate to ACM Agent License
  
  
  
  [********
  ]
  [********
  ]ACM-SEAT500-MIG-05
  
  5 ACC Agent Migrate to ACM Agent License
  
  
  
  [********
  ]
  [********
  ]ACM-SEAT500-MIG-10
  
  10 ACC Agent Migrate to ACM Agent License
  
  
  
  [********
  ]
  [********
  ]ACM-SEAT500-MIG-20
  
  20 ACC Agent Migrate to ACM Agent License
  
  
  
  [********
  ]
  [********
  ]  Part 3 Client Application
Licenses  PricePart Number
  
  Description
  
  Product
  
  SAAltiConsole
  LicensesALTI-CONSOLE-01
  
  1 AltiConsole License
  
  
  
  [********
  ]
  [********
  ]ALTI-CONSOLE-05
  
  5 AltiConsole License
  
  
  
  [********
  ]
  [********
  ]ALTI-CONSOLE-10
  
  10 AltiConsole License
  
  
  
  [********
  ]
  [********
  ]MaxCommunicator
  Licenses (R6.0 and above)ALTI-MAXCOMM-01
  
  1 MaxCommunicator License
  
  
  
  [********
  ]
  [********
  ]ALTI-MAXCOMM-03
  
  3 MaxCommunicator License
  
  
  
  [********
  ]
  [********
  ]ALTI-MAXCOMM-05
  
  5 MaxCommunicator License
  
  
  
  [********
  ]
  [********
  ]ALTI-MAXCOMM-10
  
  10 MaxCommunicator License
  
  
  
  [********
  ]
  [********
  ]ALTI-MAXCOMM-20
  
  20 MaxCommunicator License
  
  
  
  [********
  ]
  [********
  ]ALTI-MAXCOMM-40
  
  40 MaxCommunicator License
  
  
  
  [********
  ]
  [********
  ]AltiView
  Licenses (R5.0~5.2 but not 6.0)ALTI-VIEW-01
  
  1 AltiView License
  
  
  
  [********
  ]
  [********
  ]ALTI-VIEW-03
  
  3 AltiView License
  
  
  
  [********
  ]
  [********
  ]ALTI-VIEW-05
  
  5 AltiView License
  
  
  
  [********
  ]
  [********
  ]ALTI-VIEW-10
  
  10 AltiView License
  
  
  
  [********
  ]
  [********
  ]ALTI-VIEW-20
  
  20 AltiView License
  
  
  
  [********
  ]
  [********
  ]ALTI-VIEW-40
  
  40 AltiView License
  
  
  
  [********
  ]
  [********
  ]AltiAgent
  LicensesALTI-AGENT-01
  
  1 AltiAgent License
  
  
  
  [********
  ]
  [********
  ]ALTI-AGENT-05
  
  5 AltiAgent License
  
  
  
  [********
  ]
  [********
  ]ALTI-AGENT-10
  
  10 AltiAgent License
  
  
  
  [********
  ]
  [********
  ]ALTI-AGENT-20
  
  20 AltiAgent License
  
  
  
  [********
  ]
  [********
  ]IPTalk
  Softphone LicenseALTI-IPTALK-01
  
  1 IPTalk Softphone License
  
  
  
  [********
  ]
  [********
  ]ALTI-IPTALK-03
  
  3 IPTalk Softphone License
  
  
  
  [********
  ]
  [********
  ]ALTI-IPTALK-05
  
  5 IPTalk Softphone License
  
  
  
  [********
  ]
  [********
  ]ALTI-IPTALK-10
  
  10 IPTalk Softphone License
  
  
  
  [********
  ]
  [********
  ]ALTI-IPTALK-20
  
  20 IPTalk Softphone License
  
  
  
  [********
  ]
  [********
  ]  17


AltiSupervisor
  LicensesALTI-SUPERVISOR-01
  
  1 AltiSupervisor License
  
  
  
  [********
  ]
  [********
  ]ALTI-SUPERVISOR-05
  
  5 AltiSupervisor License
  
  
  
  [********
  ]
  [********
  ]TAPI
  Integration Seat License (6.0 or above)ALTI-TAPI-01
  
  1 TAPI Client Seat License
  
  
  
  [********
  ]
  [********
  ]ALTI-TAPI-05
  
  5 TAPI Client Seat License
  
  
  
  [********
  ]
  [********
  ]ALTI-TAPI-10
  
  10 TAPI Client Seat License
  
  
  
  [********
  ]
  [********
  ]ALTI-TAPI-30
  
  30 TAPI Client Seat License
  
  
  
  [********
  ]
  [********
  ]Client
  CTI Integration Connector (6.0 or above)ALTI-CONNECTOR-01
  
  1 CTI Integration Connector License
  
  
  
  [********
  ]
  [********
  ]ALTI-CONNECTOR-03
  
  3 CTI Integration Connector License
  
  
  
  [********
  ]
  [********
  ]ALTI-CONNECTOR-05
  
  5 CTI Integration Connector License
  
  
  
  [********
  ]
  [********
  ]ALTI-CONNECTOR-10
  
  10 CTI Integration Connector License
  
  
  
  [********
  ]
  [********
  ]ALTI-CONNECTOR-30
  
  30 CTI Integration Connector License
  
  
  
  [********
  ]
  [********
  ]  Note: This license is required for ACTI,
Goldmine, and other application integration except Outlook.  Part 4 Server Feature
Licenses  PricePart Number
  
  Description
  
  Product
  
  SAMulti-Site Alti-Enterprise License (R5.2/6.0)ALTI-ENTERPRISE
  
  Enterprise Manager Server
  License
  
  
  
  [********
  ]
  [********
  ]Multi-Lingual Server License (R5.2/6.0)ALTI-MLSERV
  
  Multi-Lingual Server License
  
  
  
  [********
  ]
  [********
  ]Centralized Recording Licenses - ConcurrentALTI-RECSESSION-01
  
  1 Concurrent Recording Session
  License
  
  Note: 4-1
  
  [********
  ]
  [********
  ]ALTI-RECSESSION-05
  
  5 Concurrent Recording Session
  License
  
  Note: 4-1
  
  [********
  ]
  [********
  ]ALTI-RECSESSION-10
  
  10 Concurrent Recording Session
  License
  
  Note: 4-1
  
  [********
  ]
  [********
  ]ALTI-RECSESSION-20
  
  20 Concurrent Recording Session
  License
  
  Note: 4-1
  
  [********
  ]
  [********
  ]Centralized
  Recording Licenses  Dedicated Seat (R5.2/6.0)ALTI-RECSEAT-01
  
  1 Dedicated Recording Seat License
  
  Note: 4-2
  
  [********
  ]
  [********
  ]ALTI-RECSEAT-05
  
  5 Dedicated Recording Seat License
  
  Note: 4-2
  
  [********
  ]
  [********
  ]ALTI-RECSEAT-10
  
  10 Dedicated Recording Seat License
  
  Note: 4-2
  
  [********
  ]
  [********
  ]ALTI-RECSEAT-20
  
  20 Dedicated Recording Seat License
  
  Note: 4-2
  
  [********
  ]
  [********
  ]SIP
  Trunking Licenses (R5.1~ 6.0)ALTI-SIPTRUNK-01
  
  1 SIP Trunking Session License
  
  
  
  [********
  ]
  [********
  ]ALTI-SIPTRUNK-05
  
  5 SIP Trunking Session License
  
  
  
  [********
  ]
  [********
  ]ALTI-SIPTRUNK-10
  
  10 SIP Trunking Session License
  
  
  
  [********
  ]
  [********
  ]3rd
  Party SIP Device License (R5.2/6.0)ALTI-SIPDEV-01
  
  1 Third Party SIP Device Seat License
  
  
  
  [********
  ]
  [********
  ]ALTI-SIPDEV-05
  
  5 Third Party SIP Device Seat License
  
  
  
  [********
  ]
  [********
  ]ALTI-SIPDEV-10
  
  10 Third Party SIP Device Seat License
  
  
  
  [********
  ]
  [********
  ]Exchange
  Integration Server License (6.0 or above)ALTI-EXCHANGE-01
  
  1 Exchange Integration Seat License
  
  
  
  [********
  ]
  [********
  ]ALTI-EXCHANGE-05
  
  5 Exchange Integration Seat License
  
  
  
  [********
  ]
  [********
  ]ALTI-EXCHANGE-10
  
  10 Exchange Integration Seat License
  
  
  
  [********
  ]
  [********
  ]ALTI-EXCHANGE-30
  
  30 Exchange Integration Seat License
  
  
  
  [********
  ]
  [********
  ]ALTI-EXCHANGE-50
  
  50 Exchange Integration Seat License
  
  
  
  [********
  ]
  [********
  ]  
 Note: 4-1) This license is the same as
ACM-RECLIC-xx.  It is recognized by ACM
5.0A/5.1 and ACC/ACM 5.2/6.0 systems. 4-2) Only supported in AltiWare ACC/ACM
5.2 or above  18


Part 5 Upgrade, Migration,
and Add-on Packages  PricePart Number
  
  Description
  
  Product
  
  SAFor Release 6.0ALTI-ACM600-MIG
  
  MAXCS ACC 6.0 to ACM 6.0 Server
  Base Migration Package
  
  Note: 5-1
  
  [********
  ]
  N/AALTI-600UP-CD
  
  MAXCS ACC/ACM 6.0 Upgrade Media
  Pack
  
  Note: 5-2
  
  [********
  ]
  N/AALTI-CRA600
  
  Call Router Advanced 6.0 Software
  with License
  
  
  
  [********
  ]
  [********
  ]ALTI-RPT600
  
  AltiReport 6.0 Software with
  License
  
  
  
  [********
  ]
  [********
  ]ALTI-VRM600
  
  VRManager 6.0 Software with
  License
  
  
  
  [********
  ]
  [********
  ]For Release 5.2ALTI-ACM520-MIG
  
  ACC 5.2 to ACM 5.2 Server Base
  Migration Package
  
  Note: 5-1
  
  [********
  ]
  N/AALTI-520UP-CD
  
  ACC/ACM 5.1 to 5.2 Upgrade
  Media Pack
  
  Note: 5-2
  
  [********
  ]
  N/AALTI-CRA520
  
  Call Router Advanced 5.2
  Software with License
  
  
  
  [********
  ]
  [********
  ]ALTI-RPT520
  
  AltiReport 5.2 Software with
  License
  
  
  
  [********
  ]
  [********
  ]ALTI-VRM520
  
  VRManager 5.2 Software with
  License
  
  
  
  [********
  ]
  [********
  ]  
 Note: 5-1) Migration package includes software
media, manual, and base license only. Each
ACC agent seat needs to have an ACM migration seat license. 5-2) Include CD media only.  Part 6 Peripherals and
Documentation  PricePart Number
  
  Description
  
  Product
  
  SAALTI-PIF4
  
  4 port Power Influence Filter
  
  
  
  [********
  ]
  N/AALTI-RF0012
  
  RF Filter 12 ports
  
  
  
  [********
  ]
  N/AALTI-EI-BALUN
  
  EI 7 Ohm DIN 1.6/5.6 coax to
  120 twisted pair BALUN
  
  Note: 6-1
  
  [********
  ]
  N/ACBL-25M50-01
  
  DB25 to 50-pin Telco cable,
  Male to Male (For Triton Boards)
  
  
  
  [********
  ]
  N/ACBL -MVIP22-01
  
  MVIP cable with 22 connectors
  
  
  
  [********
  ]
  N/ACBL -P12DC-06
  
  6 connector, PC to 12Vdc power
  supply cable for ALTI-TTAS-12-B
  
  
  
  [********
  ]
  N/AMSC-PANEL-02
  
  12 Port Connection Panel with
  50-pin F Telco connector
  
  
  
  [********
  ]
  N/A  
 Notes 6-1) Used with EI interface only.  Part 7 SDK Licenses  PriceSDK Licenses (Not available through
  Distribution)
  
  Product
  
  SAALTI-CLTSDK-01
  
  1 Client Application SDK
  Session License
  
  Note: 7-1
  
  [********
  ]
  [********
  ]ALTI- CLTSDK-05
  
  5 Client Application SDK
  Session License
  
  Note: 7-1
  
  [********
  ]
  [********
  ]ALTI- CLTSDK-10
  
  10 Client Application SDK
  Session License
  
  Note: 7-1
  
  [********
  ]
  [********
  ]ALTI- APCSDK-01
  
  1 Trunk Control APC SDK Session
  License
  
  Note: 7-1
  
  [********
  ]
  [********
  ]ALTI- APCSDK-05
  
  5 Trunk Control APC SDK Session
  License
  
  Note: 7-1
  
  [********
  ]
  [********
  ]ALTI- APCSDK-10
  
  10 Trunk Control APC SDK
  Session License
  
  Note: 7-1
  
  [********
  ]
  [********
  ]  
 Note: 7-1) Please contact AltiGen to order SDK
licenses.  This part number is for
Release 5.0 and above..  19


EXHIBIT B  SUPPORT AND MAINTENANCE  Subject to Fiserv paying all undisputed amounts for
the services described in the Software Assurance Program in accordance with the
terms of this Agreement, AltiGen will provide the following maintenance
services to Fiserv and its Business
Partners.  AltiGen at its sole
discretion may at some point offer technical support directly to End Users on a
fee basis agreed to by Fiserv and AltiGen in writing.  Software Assurance Program. 
Subject to the above payment requirements, AltiGen shall provide all
services described in the Software Assurance Program to Fiserv and its Business
Partners.  Telephone
Support.  Telephone support from 5:00 a.m. through
5:00 p.m. Pacific time, Monday through Friday, excluding the holidays set
forth on a list provided by AltiGen in writing no less than 90 days prior to
the end of each calendar year (Holidays). 
After hours support provided at a mutually agreeable time and material
rate.  Response Times. 
AltiGen shall respond to requests for support in accordance with the
following schedule based on the severity level set forth below.  SeverityLevel
  
  Classification
  
  Description
  
  REQUIRED
  RESPONSE
  TIME1
  
  Critical Or Major
  
  A widespread disruption in use of Product affecting
  Fiserv, multiple End Users and/or locations with significant impact upon
  operations. A temporary work-around solution does not exist or is not
  feasible. Each such case must be reported to AltiGen at a minimum via
  telephone
  
  1 HOUR2
  
  Moderate
  
  A limited disruption in use of Product affecting
  Fiserv, a single End User or small group of End Users with minor impact upon
  operations. A temporary work-around solution does not exist or is not
  feasible.
  
  12 HOURS IF THE CALL IS RECEIVED FROM SUNDAY AT 8 PM TO THURSDAY AT 5
  PM, PACIFIC TIME, AND ON THE NEXT BUSINESS DAY FOR ALL CALLS RECEIVED OUTSIDE
  OF THOSE HOURS3
  
  Minor
  
  A disruption in use of Product with no appreciable
  impact on operations.
  
  2 BUSINESS DAYS  Service
Level Communication Protocols  Whenever
a service level event occurs, Fiserv or its Business Partner will initiate
communications with AltiGen according to the severity level protocols set forth
below. The Fiserv or Business Partner representative will state his or her
name, contact number, type of service level event, event description, when the
event started, all who are affected, and an estimate of the time required to
restore service.  The following
severity level notification protocols establishes the communications to be
observed for all service level events.  20


Severity
Level 1 Protocol  When
  
  To
  
  How
  
  What1 hour from event occurrence
  
  Initial escalation to
  AltiGen contact
  
  Call is to be made to the
  AltiGen Technical Support queue. If no answer, voice message with call back
  number will be left.
  
  Phone
  
  Description of problem, End Users affected by
  problem, Current version, StatusOn the hour, every hour until use of Product
  restoration
  
  Initial escalation to
  AltiGen contact
  
  Phone or Email
  
  Description of problem, Status, etcRoot cause analysis begins upon issue resolution;
  use commercially reasonable efforts to complete within 3 business days
  
  Initial escalation to
  AltiGen contact
  
  Email
  
  Chronology of events, Root cause, Preventive steps  21


Severity Level 2 Protocol  When
  
  To
  
  How
  
  What12 HOURS if the call is
  received from Sunday at 8 pm to Thursday at 5 pm, pacific time, and on the
  next business day for all calls received outside of those hours
  
  Initial escalation to
  AltiGen contact
  
  Call is to be made to the
  AltiGen Technical Support queue. If no answer, voice message with call back
  number will be left.
  
  Phone & Online
  
  Description of problem, End Users affected by
  problem, Current version, StatusRoot cause analysis begins upon issue resolution;
  use commercially reasonable efforts to complete within 5 business days
  
  Initial escalation to
  AltiGen contact
  
  Email
  
  Chronology of events, Root cause, Preventive steps  Severity Level 3 Protocol  When
  
  To
  
  How
  
  What2 business days from event occurrence
  
  Initial escalation to
  AltiGen contact
  
  Call is to be made to the
  AltiGen Technical Support queue. If no answer, voice message with call back
  number will be left.
  
  Phone & Online
  
  Description of problem, Department(s) affected
  by problem, Current version, StatusWhen use
  of Product restoration is complete
  
  Initial escalation to
  AltiGen contact
  
  Phone or Email
  
  Description of problem, Status, etcRoot cause analysis begins upon issue resolution;
  use commercially reasonable efforts to complete within 5 business days
  
  Initial escalation to
  AltiGen contact
  
  Email
  
  Chronology of events, Root cause, Preventive steps  Online
support.  Cases can be opened on line through AltiGens
partner portal located at https://dealer.altigen.com. AltiGen will respond
to and address on line cases within the response times indicated above, on a
best efforts basis, excluding weekends and holidays.  Training. 
In its sole discretion and for a mutually agreed to fee, AltiGen may
provide in-depth Product training to certain Fiserv and/or its Business Partners
employees from time-to-time and Fiserv will use its commercially reasonable
efforts to have appropriate support personnel attend such training sessions to
the extent such training will assist Fiserv and/or its Business Partners in
better supporting the End User.  22


Website. 
AltiGen will provide product information and technical tips athttps://dealer.altigen.com.  During the term of the Agreement AltiGen
agrees to provide no less than 2 full-time sales people/resources, to assist
Fiserv and/or its Business Partners with sales calls, demonstrations and
marketing to End Users.  Penalty.  In the event
Fiserv determines (in its reasonable discretion) that AltiGen has failed to
meet (i) any of the response times twice within a thirty (30) day period
and (ii) other performance standards described in this Exhibit and
the Software Assurance Program (Performance Standards), Fiserv shall notify
AltiGen of such failure.  If AltiGen
agrees with Fiserv, which agreement shall not be unreasonably withheld or
unduly delayed, AltiGen shall reduce its invoice to Fiserv in the month
immediately following the month in which such failure occurred.  Such reduction shall equal
[*****************].  23


EXHIBIT C  SOFTWARE ASSURANCE PROGRAM  AltiGen
Communications Software Assurance Plan  Software Assurance Plan  AltiGen offers an annual Software Assurance Plan for all Releases
5.1/5.2 and later systems. Registered Software Assurance Plan customers are
entitled to receive all software patches, updates, and new releases for the
applications they are licensed and registered to use.  Software Assurance Plan Coverage and Term  The software assurance plan covers:  ·One year increments. ·The plans are purchased as part of product registration in the dealer
website, payment terms are used for purchases. ·The plan can be purchased at initial installation or on an upgrade to a
higher software release version, if not already covered by software assurance. ·Plans are automatically renewed to prevent coverage from expiring. ·Software assurance pricing is set out on the published price list.  Note:Service Plan coverage is not available for 5.0a and
earlier versions.  24


EXHIBIT D  TOLL FRAUD DISCLAIMER. 
ALTHOUGH THE SOFTWARE MAY PROVIDE PASSWORDS AND BLOCKING OPTIONS
FOR CONTROLLING TELEPHONE USE, SUCH SOFTWARE DOES NOT PROVIDE A SECURITY SYSTEM
THAT WOULD PREVENT UNAUTHORIZED USE, AND ALTIGEN AND ITS LICENSORS EXPRESSLY
DISCLAIM ANY WARRANTY THAT SUCH SOFTWARE WILL PREVENT, OR CAN PREVENT,
UNAUTHORIZED AND/OR UNLAWFUL USE. 
ALTIGEN AND ITS LICENSORS WILL HAVE NO RESPONSIBILITY AND WILL NOT BE
LIABLE FOR ANY UNAUTHORIZED OR UNLAWFUL USE, INCLUDING WITHOUT LIMITATION LONG
DISTANCE CHARGES, CRIMINAL OR CIVIL LIABILITIES, OR DAMAGES.  U.S.
Government End Users.
 Use, reproduction, release,
modification, or disclosure of this commercial computer software, or of any
related documentation of any kind, is restricted in accordance with FAR 12.212
and DFARS 227.7202, and further restricted by this Agreement.  [*]=CERTAIN
INFORMATION HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION.
CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS.  25