**Exhibit 10.19**

 

**Contract #           */*****DP #          **

 

**AMENDMENT # 4TO THE FIRST AMENDED AND RESTATEDSOFTWARE DISTRIBUTION LICENSE AGREEMENT**

 

This AMENDMENT #4 (“Amendment”) to the SoftwareDistribution License Agreement between Microsoft Corporation (“Microsoft”) and Ezenia!Inc. (“Company”), effective January    , 2008 (“Agreement”) ismade and entered into as of December    , 2008 (the “AmendmentEffective Date”).

 

**RECITALS**

 

**WHEREAS,** Company and PlaceWare, Inc. entered intoa Software Distribution License Agreement on March 26, 2003.

 

**WHEREAS,** Microsoft acquired PlaceWare and subsequentlythe parties entered into the First Amended and Restated Software DistributionLicense Agreement effective as of January 1st, 2005.

 

**WHEREAS,** the parties entered into Amendment #3 to theFirst Amended and Restated Software Distribution License Agreement effective asof January 1st, 2005 (the Amendedand Restated Software Distribution License Agreement and the Amendment #3 arecollectively referred to as the “Agreement”).

 

**WHEREAS** the parties wish to amend the Agreement asfollows:

 

**AGREEMENT**

 

**NOW, THEREFORE,**in consideration ofthe mutual promises herein and for good valuable consideration, the receipt andsufficiency of which is hereby acknowledged, the parties agree as follows:

 

1.               Section 6.1.1is replaced with the following:

 

**6. 1. 1     MinimumRoyalty Payment During Extension Term.  **During the ExtensionTerm, Company agrees to pay Microsoft a cumulative minimum of Four Million FourHundred Fifty Thousand US Dollars ($4,450,000.00) (“Extension Term MinimumLicense Fee Payment”). During each period of the Extension Term identifiedbelow, Company agrees to pay Actual License Fees as set forth below:

 
| **Period of Extension Term**  | ** ** | **Actual License Fee** | ** **   | **Payment Due Date** | ** **                         |
|----------------------------------------------|------------|------------------------|--------------|--------------------------------|------------------------------------|
| January 1 – June 30, 2007          |       | $                      | 500,000.00   | * *                       | June 30,  2007                     | * * |
| July 1 – December, 2007            |       | $                      | 1,200,000.00 |                           | December 31,  2007            |   |
| January 1 – December 3l, 2008      |       | $                      | 154,000      |                           | Per agreed  upon payment schedule. |   |
| January 1 – December 31, 2009      |       | $                      | 1,040,000    |                           |                               |   |
| January 1 – December 31, 2010 |       | $                      | 1,080,000    |                           | Per agreed  upon payment schedule. |   |
| January 1,  2011 – June 29, 2011        |       | $                      | 476,000      |                           |                               |   |

 

Any Actual License Feesabove the minimum commitment for a given period will count towards the ExtensionTerm Minimum License Fee Payment.

 

2.               Section12.1 isreplaced with the following:  12.1 Term.** **Unless earlier termination pursuant to Section 12.2 and subject to theprovisions of this Section 12.1, the term of this Agreement will begin onthe Effective Date and will expire after a period of one (1) year (“InitialTerm”), provided that the parties may agree to extend the term of the Agreementfor four additional one (1) year terms (each an “Extension Term” andtogether with the Initial Term, the “Term”), subject to the parties reachingagreement in writing on pricing and minimum license fee payments for the comingyear at least sixty (60) days prior to each anniversary of the Effective Date.If the parties fail to reach such agreement, this Agreement will automaticallyexpire on the first or second anniversary of the Effective Date, as the casemay be. Neither party will be entitled to any compensation or damages of anynature as a result of the expiration of this Agreement or the termination ofthis Agreement pursuant to this Section 12.

 

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3.               Section 12.1.1is hereby added to the Agreement as follows: 12.1.1 Extension Term.** **The parties agree to extend the Term of the Agreement toJune 29, 2011. For the purposes ofthis Amendment the period commencing on January 1, 2008 and terminating on June 29, 2011 shall be referredto as the “Extension Term.”

 

4.               Except as expressly amended by this Amendment, the Agreement remains in full force and effect.

 

**IN WITNESS WHEREOF,**the parties have executed and delivered thisAmendment effective as of the datefirst set forth above.

 

 

**MICROSOFTCORPORATION**

 

 
| By:    | /s/ Kelly P.  Waldher |       |
|--------|-----------------------|------------|
|   |                  |       |
| Name:  | Kelly P.  Waldher     | ** ** |
|   |                  |       |
| Title: | Director              | ** ** |
|   |                  |       |
| Date:  | 1/7/09                | ** ** |

 

 

**EZENIA!****INC.**

 

 
| By:    | /s/ Kevin  Hachett |       |
|--------|--------------------|------------|
|   |               |       |
| Name:  | Kevin  Hachett     | ** ** |
|   |               |       |
| Title: | CFO                | ** ** |
|   |               |       |
| Date:  | 12/19/08           | ** ** |

 

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MicrosoftPayment Plan - Amendment IV

 
| ** ** | ** ** | **1ST HALF** | ** ** | **2ND HALF** | ** ** | **TOTAL** | ** ** |
|------------|------------|-------------------|------------|-------------------|------------|-----------|------------|
|       |       |              |       |              |       |      |       |
| 2008       |       |              |       | $                 | 154,000    |      | $          | 154,000 |   |
| 2009       |       | $                 | 400,000    |              | $          | 640,000   |       | $ | 1,040,000 |   |
| 2010       |       | $                 | 540,000    |              | $          | 540,000   |       | $ | 1,080,000 |   |
| 2011       |       | $                 | 476,000    |              |       |      | $          | 476,000 |   |
|       |       |              |       |              |       |      |       |
| Total      |       | $                 | 1,416,000  |              | $          | 1,334,000 |       | $ | 2,750,000 |   |

 

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