ex10-22.htm


    Exhibit
      10.22

    


    EMPLOYMENT
      AGREEMENT

    


    


    This
      employment agreement (the
“Agreement”) is entered into as of July 16, 2007 (the “Effective Date”) by and
      between Avistar Communications Corporation (the “Company”) and Simon Moss
      (“Executive”).

    
            
        1.       Duties and Scope of
        Employment.

    

     

    (a)  Positions
      and Duties.  As of the Effective Date, Executive will serve as
      President of the Company.  Executive will render such business and
      professional services in the performance of his duties, consistent with
      Executive’s position within the Company, as shall reasonably be assigned to him
      by the Chairman of the Company’s Board of Directors (the “Board”).

    


    (b)  Obligations.  During
      the Employment Term (as defined herein), Executive will perform his duties
      faithfully and to the best of his ability and will devote his full business
      efforts and time to the Company.  For the duration of the Employment
      Term, Executive agrees not to actively engage in any other employment,
      occupation or consulting activity for any direct or indirect remuneration
      without the prior approval of the Board.

    


    (c)  Work
      Eligibility.  In order to comply with employer regulations adopted
      in the Immigration Reform and Control Act of 1986, within three (3) business
      days of employment, Executive will need to present documentation demonstrating
      authorization to work in the United States.

    


    2.  At-Will
      Employment.  Executive’s employment with the Company pursuant to
      this Agreement (the “Employment Term”) shall commence on the Effective Date and
      shall continue, unless otherwise terminated as provided
      herein.  Notwithstanding the foregoing, the parties agree that
      Executive’s employment with the Company will be “at-will” employment and may be
      terminated at any time with or without cause or notice.  Executive
      understands and agrees that neither his job performance nor promotions,
      commendations, bonuses or the like from the Company give rise to or in any
      way
      serve as the basis for continuation, modification, amendment, or extension,
      by
      implication or otherwise, of his employment with the
      Company.  However, as described in this Agreement, Executive may be
      entitled to severance benefits depending on the circumstances of Executive’s
      termination of employment with the Company.

    


    3.  Compensation.

    


    (a)  Base
      Salary.  During the Employment Term, the Company will pay
      Executive as compensation for his services a base salary at the annualized
      rate
      of $250,000.00 or such other rate not below $250,000.00 as the Compensation
      Committee of the Board (the “Compensation Committee”) may determine from time to
      time (the “Base Salary”).  The Base Salary will be paid periodically
      in accordance with the Company’s normal payroll practices and be subject to
      applicable withholding taxes.

    


    Once
      the
      Compensation Committee has approved or increased such Base Salary, it thereafter
      shall not be reduced; provided, however, that if a Change of Control (as defined
      below) has not occurred, such Base Salary may be reduced by the Compensation
      Committee if such reduction is in proportion to a salary reduction program
      approved by the Board which affects a majority of the other executive officers
      of the Company generally.

    


    (b)  Stock
      Options.  The Company shall recommend to its Compensation
      Committee that Executive be granted an option to purchase up to 1,100,000 shares
      of the Company’s Common Stock at an exercise price equal to the fair market
      value of the Company’s Common Stock on the date of grant (the
“Option”).  The Option shall vest over a four (4) year period subject
      to Executive’s continued service with the Company through the relevant vesting
      dates.  In all other respects, the Option shall be subject to the
      terms, definitions and provisions of the Company’s 2000 Stock Plan and form of
      option agreement adopted for use thereunder.

    


    Executive
      will be eligible to participate in the Company’s annual incentive option program
      pursuant to such terms and conditions as determined by the Compensation
      Committee in its sole discretion.  Subject to individual and Company
      performance objectives set by the Compensation Committee, such annual incentive
      option grant to Executive for 2008 could be between 250,000 and 500,000
      shares.  However, any such annual option grant or additional grants
      and the amount of such grants will be in the sole discretion of the Board and/or
      the Compensation Committee, as applicable.

    


    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

    (c)  Bonus.  For
      each fiscal year of the Company, Executive will be eligible to receive an annual
      bonus based upon the achievement of performance criteria specified by the
      Compensation Committee (the “Bonus”).  Any Bonus paid shall be subject
      to all applicable withholding taxes and will be paid within sixty (60) days
      of
      the date that the Bonus is earned.  The annual bonus shall be
      determined and paid in two installments, the first as of June 30 and the second
      as of December 31 of each year during the Employment Term.

    


    For
      fiscal 2007 the actual amount of Bonus paid will depend upon revenue earned
      by
      the Products Division of the Company during Quarter 3 and Quarter 4 of fiscal
      2007 and will not be subject to any minimum revenue threshold.  The
      amount to be paid will be calculated based on a product and services revenue
      target of $5.4 million and a target Bonus of $74,500 for Quarters 3 and 4 of
      fiscal 2007 combined.  The percentage of the revenue target earned by
      the close of each quarter will be used to calculate the percentage of $74,500
      earned for that quarter and paid out following the close of that
      quarter.  Should product revenues total $6.05 million or more by the
      end of Q4 of fiscal 2007, the Executive will be paid an additional $13,000,
      making the total possible Bonus for fiscal 2007 equal to
      $87,500.  This additional bonus will not be subject to pro-ration for
      revenues less than $6.05 million.

    


    For
      fiscal 2008, the total possible Bonus will equal $175,000 based on metrics
      to be
      approved in the sole discretion of the Compensation Committee (metrics may
      include, but are not limited to, minimum revenue, total revenue, revenue growth,
      profits, and the like).  Bonus calculations will be subject to a
      minimum revenue threshold determined by the Compensation Committee in its sole
      discretion.

    


    4.  Employee
      Benefits.  During the Employment Term, Executive will be entitled
      to participate in the employee benefit plans currently and hereafter maintained
      by the Company of general applicability to other senior executives of the
      Company.  The Company reserves the right to cancel or change the
      benefit plans and programs it offers to its employees at any time.

    


    5.  Expenses.  The
      Company will reimburse Executive for reasonable travel, entertainment or other
      expenses incurred by Executive in the furtherance of or in connection with
      the
      performance of Executive’s duties hereunder, in accordance with the Company’s
      expense reimbursement policy as in effect from time to time.

    


    6.  Severance.

    


    (a)  Involuntary
      Termination.  If prior to a Change of Control (as defined below),
      Executive’s employment with the Company terminates (excluding a termination
      based on Executive’s death or Disability (as defined herein)) other than
      voluntarily or for Cause (as defined herein), and Executive signs and does
      not
      revoke a standard release of claims with the Company, then, subject to Section
      10, Executive shall be entitled to receive: (i) continuing payments of severance
      pay (less applicable withholding taxes) at a rate equal to his Base Salary
      rate,
      as then in effect, for a period of six (6) months from the date of such
      termination of employment, to be paid periodically in accordance with the
      Company’s normal payroll policies; (ii) all shares of common stock subject to
      the Option which have vested as of the date of Executive’s termination of
      employment shall be exercisable for a period of six (6) months following the
      date of such termination, provided, however, that in no event shall this
      provision operate to extend the Option beyond the term/expiration date of such
      Option (and in no event will extend the term of the Option beyond ten (10)
      years
      from the date of grant), nor shall the unvested portion of the Option continue
      to vest during the six (6) month severance period; (iii) reimbursement for
      the
      cost of continued life insurance and health plan coverage for the Executive
      and
      his dependents for a period of six (6) months from the date of such termination
      of employment; provided, however, that (A) the Executive constitutes a
      qualified beneficiary, as defined in Section 4980B(g)(1) of the Internal
      Revenue Code of 1986, as amended  (the “Code”) and (B) Executive
      elects continuation coverage pursuant to the Consolidated Omnibus Budget
      Reconciliation Act of 1985, as amended (“COBRA”), within the time period
      prescribed pursuant to COBRA; and (iv) the portion of the projected Bonus for
      the fiscal year in which such termination of employment occurs accrued up to
      the
      date of termination as determined by the Compensation Committee in its sole
      discretion.

    


    
      
        
        

      

      
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    (b)  Voluntary
      Termination; Termination for Cause.  If the Executive’s employment
      with the Company terminates voluntarily by Executive (including a termination
      due to death or Disability) or for Cause by the Company, then (i) all vesting
      of
      all options to purchase the Common Stock of the Company and other equity awards
      will terminate immediately and all payments of compensation by the Company
      to
      Executive hereunder will terminate immediately (except as to amounts already
      earned) and (ii) Executive shall not receive any severance benefits or the
      continuation of any other benefits.

    


    (c)  Change
      of Control.  In the event of a Change of Control that occurs prior
      to the second anniversary of the Effective Date, then, subject to Section 10,
      fifty percent (50%) of the shares subject to the Option shall become fully
      vested and exercisable.

    


    7.  Section
      409A.

    


    (a)           Notwithstanding
      anything to the contrary in this Agreement, if Executive is a “specified
      employee” within the meaning of Section 409A of the Code and the final
      regulations and any other guidance promulgated thereunder (“Section 409A”) at
      the time of his termination, and the severance payable to Executive, if any,
      pursuant to this Agreement, when considered together with any other severance
      payments or separation benefits which may be considered deferred compensation
      under Section 409A (together, the “Deferred Compensation Separation Benefits”)
      will not and could not under any circumstances, regardless of when such
      termination occurs, be paid in full by March 15 of the year following
      Executive’s termination, then only that portion of the Deferred Compensation
      Separation Benefits which do not exceed the Section 409A Limit (as defined
      below) may be made within the first six (6) months following Executive’s
      termination of employment in accordance with the payment schedule applicable
      to
      each such payment or benefit.  For these purposes, each severance
      payment and benefit is hereby designated as a separate payment and will not
      collectively be treated as a single payment.  Any portion of the
      Deferred Compensation Separation Benefits in excess of the Section 409A Limit
      shall accrue and, to the extent such portion of the Deferred Compensation
      Separation Benefits would otherwise have been payable within the first six
      (6)
      months following Executive’s termination of employment, will become payable on
      the first payroll date that occurs on or after the date six (6) months and
      one (1) day following the date of Executive’s termination of
      employment.  All subsequent Deferred Compensation Separation Benefits,
      if any, will be payable in accordance with the payment schedule applicable
      to
      each payment or benefit.

     

    (b)           The
      foregoing provision is intended to comply with the requirements of Section
      409A
      so that none of the severance payments and benefits to be provided hereunder
      will be subject to the additional tax imposed under Section 409A, and any
      ambiguities herein will be interpreted to so comply.  The Company and
      Executive agree to work together in good faith to consider amendments to this
      Agreement and to take such reasonable actions which are necessary, appropriate
      or desirable to avoid imposition of any additional tax or income recognition
      prior to actual payment to Executive under Section 409A.

    


    (c)           For
      purposes of this Agreement, “Section 409A Limit” shall mean the lesser of two
      (2) times: (i) Executive’s annualized compensation based upon the annual rate of
      pay paid to Executive during the Company’s taxable year preceding the Company’s
      taxable year of Executive’s termination of employment as determined under
      Treasury Regulation 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service
      guidance issued with respect thereto; or (ii) the maximum amount that may
      be taken into account under a qualified plan pursuant to Section 401(a)(17)
      of
      the Code for the year in which Executive’s employment is
      terminated.

    


    8.  Definitions.

    


    (a)  Cause.  For
      purposes of this Agreement, “Cause” is defined as (i) Executive engaging in
      knowing and intentional illegal conduct that is injurious to the Company; (ii)
      Executive’s conviction of, or plea of nolo contendere to, a felony; (iii)
      Executive’s gross misconduct; or (iv) Executive’s continued substantial
      violations of his employment duties after Executive has received a written
      demand for performance from the Company which specifically sets forth the
      factual basis for the Company’s belief that Executive has not substantially
      performed his duties.

    


    
      
        
        

      

      
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    (b)  Change
      of Control.  For purposes of this Agreement, “Change of Control”
of the Company is defined as: (i) any “person” (as such term is used in Sections
      13(d) and 14(d) of the Securities Exchange Act of 1934, as amended), is or
      becomes the “beneficial owner” (as defined in Rule 13d-3 under said Act),
      directly or indirectly, of securities of the Company representing more than
      fifty percent (50%) of the total voting power represented by the Company’s then
      outstanding voting securities, except Gerald J. Burnett; or (ii) the date of
      the
      consummation of a merger or consolidation of the Company with any other
      corporation that has been approved by the shareholders of the Company, other
      than a merger or consolidation which would result in the voting securities
      of
      the Company outstanding immediately prior thereto continuing to represent
      (either by remaining outstanding or by being converted into voting securities
      of
      the surviving entity) more than fifty percent (50%) of the total voting power
      represented by the voting securities of the Company or such surviving entity
      outstanding immediately after such merger or consolidation or the shareholders
      of the Company approve a plan of complete liquidation of the Company; or (iii)
      the date of the consummation of the sale or disposition by the Company of all
      or
      substantially all of the Company’s assets.

    


    (c)  Disability.  For
      purposes of this Agreement, “Disability” means the inability of Executive, due
      to a physical or mental impairment, to perform the essential functions of the
      Executive’s position, with or without reasonable accommodation, for a period of
      ninety (90) days.  Whether Executive is disabled shall be determined
      by the Company based on evidence provided by one or more physicians selected
      by
      the Company.

    


    (d)  Involuntary
      Termination.  For purposes of Section 6 of this Agreement,
“Involuntary Termination” shall include termination of Executive’s employment by
      Executive within ninety (90) days after the occurrence of any of the following:
      (i) any material diminution in Executive’s authority, duties or
      responsibilities; (ii) any material diminution in Base Salary, other than a
      reduction that is consistent with an across-the-board reduction in the base
      compensation payable to other executive employees; and (iii) any material
      change in the geographic location at which Executive must perform services
      (in
      other words, the relocation of Executive to a principal work location that
      is
      more than fifty (50) miles from the Company’s location on the Effective Date),
      unless, in each case, such reduction or change is consented to in writing by
      Executive.  Notwithstanding the foregoing, before Executive’s
      termination of employment may be considered an Involuntary Termination, (A)
      Executive must provide the Company with written notice within ninety (90) days
      of the event that Executive believes constitutes an “Involuntary Termination”
specifically identifying the acts or omissions constituting the grounds for
      an
      Involuntary Termination and (B) the Company must have an opportunity within
      thirty (30) days following delivery of such notice to cure the Involuntary
      Termination condition.

    


    9.  Confidential
      Information.  Executive covenants that he has executed the
      Company’s standard Confidential Information and Invention Assignment Agreement
      (the “Confidential Information Agreement”) and such agreement is and shall
      remain in full force and effect upon the Effective Date.  Executive
      further agrees to sign any future amendments to the Confidential Information
      Agreement provided that such amendment is also signed by a majority of the
      officers of the Company.

     

         10.   Conditional
      Nature of Severance Payments.

     

    (a)  Noncompete.  Executive
      acknowledges that the nature of the Company’s business is such that if Executive
      were to become employed by, or substantially involved in, the business of a
      competitor of the Company during the six (6) months following the termination
      of
      Executive’s employment with the Company, it would be very difficult for
      Executive not to rely on or use the Company’s trade secrets and confidential
      information.  Thus, to avoid the inevitable disclosure of the
      Company’s trade secrets and confidential information, Executive agrees and
      acknowledges that Executive’s right to receive the severance payments set forth
      in Section 6 (to the extent Executive is otherwise entitled to such payments)
      shall be conditioned upon Executive not directly or indirectly engaging in
      (whether as an employee, consultant, agent, proprietor, principal, partner,
      shareholder, corporate officer, director or otherwise), nor having any ownership
      interested in or participating in the financing, operation, management or
      control of, any person, firm, corporation or business that competes with Company
      or is a customer of the Company.  Upon any breach of this section, all
      severance payments pursuant to this Agreement shall immediately
      cease.

    


    (b)  Non-Solicitation.  Until
      the date one (1) year after the termination of Executive’s employment with the
      Company for any reason, Executive agrees and acknowledges that Executive’s right
      to receive the severance payments set forth in Section 6 (to the extent
      Executive is otherwise entitled to such payments) shall be conditioned upon
      Executive not either directly or indirectly soliciting, inducing, attempting
      to
      hire, recruiting, encouraging, taking away, hiring any employee of the Company
      or causing an employee to leave his or her employment either for Executive
      or
      for any other entity or person.

    


    
      
        
        

      

      
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    (c)  Consequences
      of Breach of Section 10(a) or 10(b).  Executive agrees and
      acknowledges that upon any breach by Executive of either Section 10(a) or 10(b)
      of this Agreement, the Company shall have the right to terminate all severance
      benefits set forth in this Agreement.

    


    (d)  Understanding
      of Covenants.  Executive represents that he (i) is familiar with
      the foregoing covenants not to compete and not to solicit, and (ii) is fully
      aware of his obligations hereunder, including, without limitation, the
      reasonableness of the length of time, scope and geographic coverage of these
      covenants.

    


    11.  Assignment.  This
      Agreement will be binding upon and inure to the benefit of (a) the heirs,
      executors and legal representatives of Executive upon Executive’s death and (b)
      any successor of the Company.  Any successor of the Company will be
      deemed substituted for the Company under the terms of this Agreement for all
      purposes. For this purpose, “successor” means any person, firm, corporation or
      other business entity which at any time, whether by purchase, merger or
      otherwise, directly or indirectly acquires all or substantially all of the
      assets or business of the Company.  None of the rights of Executive to
      receive any form of compensation payable pursuant to this Agreement may be
      assigned or transferred except by will or the laws of descent and
      distribution.  Any other attempted assignment, transfer, conveyance or
      other disposition of Executive’s right to compensation or other benefits will be
      null and void.

    


    12.  Notices.  All
      notices, requests, demands and other communications called for hereunder shall
      be in writing and shall be deemed given (a) on the date of delivery if delivered
      personally; (b) one (1) day after being sent by a well established commercial
      overnight service; or (c) four (4) days after being mailed by registered or
      certified mail, return receipt requested, prepaid and addressed to the parties
      or their successors at the following addresses, or at such other addresses
      as
      the parties may later designate in writing:

    


    If
      to the
      Company:

    


    Avistar
      Communications Corporation

    1875
      South Grant Street, 10th Floor

    San
      Mateo, CA  94402

    Attn:  Chairman
      of the Board of Directors

    


    If
      to
      Executive:

    


    at
      the
      last residential address known by the Company.

    


    13.  Severability.  In
      the event that any provision hereof becomes or is declared by a court of
      competent jurisdiction to be illegal, unenforceable or void, this Agreement
      will
      continue in full force and effect without said provision.

     

    
      
        
        

      

      
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        14.       Arbitration.

    

     

    (a)  General.  In
      consideration of Executive’s service to the Company, its promise to arbitrate
      all employment related disputes and Executive’s receipt of the compensation, pay
      raises and other benefits paid to Executive by the Company, at present and
      in
      the future, Executive agrees that any and all controversies, claims, or disputes
      with anyone (including the Company and any employee, officer, director,
      shareholder or benefit plan of the Company in their capacity as such or
      otherwise) arising out of, relating to, or resulting from Executive’s service to
      the Company under this Agreement or otherwise or the termination of Executive’s
      service with the Company, including any breach of this Agreement, will be
      subject to binding arbitration under the Arbitration Rules set forth in
      California Code of Civil Procedure Section 1280 through 1294.2, including
      Section 1283.05 (the “Rules”) and pursuant to California
      law.  Disputes which Executive agrees to arbitrate, and thereby agrees
      to waive any right to a trial by jury, include any statutory claims under state
      or federal law, including, but not limited to, claims under Title VII of
      the Civil Rights Act of 1964, the Americans with Disabilities Act of 1990,
      the
      Age Discrimination in Employment Act of 1967, the Older Workers Benefit
      Protection Act, the California Fair Employment and Housing Act, the California
      Labor Code, claims of harassment, discrimination or wrongful termination and
      any
      statutory claims.  Executive further understands that this Agreement
      to arbitrate also applies to any disputes that the Company may have with
      Executive.

     

    (b)  Procedure.  Executive
      agrees that any arbitration will be administered by the Judicial Arbitration
      and
      Mediation Services (“JAMS”) and that a neutral arbitrator will be selected in a
      manner consistent with its National Rules for the Resolution of Employment
      Disputes.  All arbitration proceedings shall be held in San Mateo
      County, California.  The arbitration proceedings will allow for
      discovery according to the rules
      set forth in the Employment Arbitration Rules andProcedures
      of JAMS (the “JAMS Rules”) or California Code of Civil
      Procedure.  Executive agrees that the arbitrator will have the
      power to decide any motions brought by any party to the arbitration, including
      motions for summary judgment and/or adjudication and motions to dismiss and
      demurrers, prior to any arbitration hearing.  Executive agrees that
      the arbitrator will issue a written decision on the merits.  Executive
      also agrees that the arbitrator will have the power to award any remedies,
      including attorneys’ fees and costs, available under applicable
      law.  Executive understands the Company will pay for any
      administrative or hearing fees charged by the arbitrator or JAMS except that
      with respect to any arbitration Executive initiates, Executive will pay the
      amount Executive would have otherwise been required to pay to file a claim
      in
      court.  Executive agrees that the arbitrator will administer and
      conduct any arbitration in a manner consistent with the Rules and that to the
      extent that the Rules conflict with the Rules, the Rules will take
      precedence.

     

    (c)  Remedy.
      Except as provided by the Rules, arbitration will be the sole, exclusive and
      final remedy for any dispute between Executive and the
      Company.  Accordingly, except as provided for by the Rules, neither
      Executive nor the Company will be permitted to pursue court action regarding
      claims that are subject to arbitration.  Notwithstanding, the
      arbitrator will not have the authority to disregard or refuse to enforce any
      lawful Company policy, and the arbitrator will not order or require the Company
      to adopt a policy not otherwise required by law which the Company has not
      adopted.  The prevailing party in any arbitration proceeding shall be
      entitled to recover from the losing party all costs that it has incurred as
      a
      result of such proceeding, including but not limited to, all reasonable travel
      costs and reasonable attorneys’ fees.

     

    (d)  Availability
      of Injunctive Relief.  In addition to the right under the Rules to
      petition the court for provisional relief, Executive agrees that any party
      may
      also petition the court for injunctive relief where either party alleges or
      claims a violation of this Agreement or the Confidentiality Agreement or any
      other agreement regarding trade secrets, confidential information,
      nonsolicitation or Labor Code §2870.  In the event either party
      seeks injunctive relief, the prevailing party will be entitled to recover
      reasonable costs and attorneys’ fees.

     

    (e)  Administrative
      Relief.  Executive understands that this Agreement does not
      prohibit Executive from pursuing an administrative claim with a local, state
      or
      federal administrative body such as the Department of Fair Employment and
      Housing, the Equal Employment Opportunity Commission or the workers’
compensation board.  This Agreement does, however, preclude Executive
      from pursuing court action regarding any such claim.

     

    (f)  Voluntary
      Nature of Agreement.  Executive acknowledges and agrees that
      Executive is executing this Agreement voluntarily and without any duress or
      undue influence by the Company or anyone else. Executive further acknowledges
      and agrees that Executive has carefully read this Agreement and that Executive
      has asked any questions needed for Executive to understand the terms,
      consequences and binding effect of this Agreement and fully understands it,
      including that EXECUTIVE IS WAIVING EXECUTIVE’S RIGHT TO A JURY
      TRIAL.  Finally, Executive agrees that Executive has been
      provided an opportunity to seek the advice of an attorney of Executive’s choice
      before signing this Agreement.

    


    15.  Integration.  This
      Agreement, together with the Company’s stock option plan, any stock option
      agreements and the Confidential Information Agreement represents the entire
      agreement and understanding between parties as to the subject matter herein
      and
      supersedes all prior or contemporaneous agreements whether written or
      oral.  No waiver, alteration, or modification of any of the provisions
      of this Agreement will be binding unless in writing and signed by duly
      authorized representatives of the parties hereto.

    


    
      
        
        

      

      
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    16.  Waiver
      of Breach.  The waiver of a breach of any term or provision of
      this Agreement, which must be in writing, will not operate as or be construed
      to
      be a waiver of any other previous or subsequent breach of this
      Agreement.

    


    17.  Headings.  All
      captions and section headings used in this Agreement are for convenient
      reference only and do not form a part of this Agreement.

    


    18.  Tax
      Withholding.  All payments made pursuant to this Agreement will be
      subject to withholding of applicable taxes.

    


    19.  Governing
      Law.  This Agreement will be governed by the laws of the State of
      California (with the exception of its conflict of laws provisions).

    


    20.  Acknowledgement.  Executive
      acknowledges that he has had the opportunity to discuss this matter with and
      obtain advice from his private attorney, has had sufficient time to, and has
      carefully read and fully understands all the provisions of this Agreement,
      and
      is knowingly and voluntarily entering into this Agreement.

    


    21.  Counterparts.  This
      Agreement may be executed in counterparts, and each counterpart will have the
      same force and effect as an original and will constitute an effective, binding
      agreement on the part of each of the undersigned.

    


    
      
        
        

      

      
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    IN
      WITNESS WHEREOF, each of the parties has executed this Agreement, in the case
      of
      the Company by their duly authorized officers, as of the day and year first
      above written.

    


    


    


    COMPANY:

    


    Avistar
      Communications Corporation

    


    By:            /s/
      Gerald J.
      Burnett                              
                                          Date:                July 22,
      2007                                

    Gerald
      J. Burnett

    Chairman
      of the Board of
      Directors

    


    


    EXECUTIVE:

    


    


                      /s/
      Simon
      Moss                                                               Date:              July
      25,
      2007                                

    Simon
      Moss


    
      
        
        

      

      
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