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                                                                   EXHIBIT 10.26

                           ALTIGEN COMMUNICATIONS INC.

             ORIGINAL EQUIPMENT MANUFACTURE PRIVATE LABEL AGREEMENT


     THIS ORIGINAL EQUIPMENT MANUFACTURE (OEM) AGREEMENT ("Agreement") is made
and entered into as of this l8th day of January, 1999 (the "Effective Date") by
and between ALTIGEN COMMUNICATIONS INC., a California corporation, with
principal offices at 45635 Northport Loop East, Fremont, CA 94538 ("AltiGen")
and AltiSys Communications, a California corporation, with principal offices at
143 Walter Hays Dr., Palo Alto, CA 94303 (OEM").

     In consideration of the mutual covenants contained herein, the parties
agree as follows:

     1.   DEFINITIONS

          1.1   DEALER means any individual or entity which acquires the
Products for the express purpose of resale to others, whether such resale is of
the Product as a stand-alone product, as bundled and sold with other software or
hardware products, as integrated with other software, or hardware products or as
sold with associated services.

          1.2   END USER means a licensee who acquires Products for Internal Use
(rather than Original Equipment Manufacture or resale) in accordance with the
terms of an End-User License Agreement substantially in the form of the End-User
License Agreement attached hereto as Exhibit A (the "End-User Agreement").

          1.3   INTERNAL USE means use for purposes which do not directly
produce revenue for the End User. "Internal Use" does not include timesharing.

          1.4   INTELLECTUAL PROPERTY means 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.

          1.5   PRODUCT means software program packages and physical computer
hardware, including (1) a program code, in object code form only, on diskette(s)
or CD-ROM (the "Program"); (2) physical computer hardware including computer
boards, computer power supply, computer cables (the "PC Hardware"); (3)
instruction booklets and other information prepared for End-Users concerning the
use of the program and computer hardware ("Documentation"); (4) an End-User
Agreement. The Products include only those listed by title and functional
description on the "Product and Price List" attached hereto as Exhibit B.

          1.6   TERRITORY shall mean the [*****].

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          1.7   GRANT OF ORIGINAL EQUIPMENT MANUFACTURE RIGHT. Subject to the
terms and conditions set forth in this Agreement, AltiGen Communications hereby
grants to OEM a non-exclusive, non-transferable right to (a) market and
distribute the Products solely to Dealers and end users located in the Territory
and (b) use the Products for those purposes set forth in the Agreement. OEM
shall not, directly or indirectly, solicit sales of the Products outside of the
Territory without the prior written consent of AltiGen Communications. AltiGen
Communications retains the right to sell the Products directly to other parties
in the Territory, including, by way of illustration but not limitation, OEMs,
Distributors, Dealers, and original equipment manufacturers. OEM shall have no
right to modify the Product without the prior written approval of AltiGen
Communications. OEM agrees not to (a) reverse engineer, decompile, disassemble
or otherwise reduce the Product to human-perceivable form, or to encourage or
assist third parties in doing so. All rights not expressly granted herein are
retained by AltiGen Communications. OEM shall have no right to grant a Dealer
the right to make copies from a golden master absent further agreement between
AltiGen Communications and the OEM.

          1.8   OEM AGREES that it will not use AltiGen products except as
authorized herein and that it will not make, have made, or permit to be made any
copies of AltiGen products except for use on the Designated Equipment at the
Designated Site (including backup and archival copies necessary in connection
with such use), and will not make and distribute any copy of AltiGen products
for OEM except in accordance with this Agreement each such copy shall contain
any copyright notice, proprietary notice or notice giving credit to another
developer, which appears on or in the AltiGen products for OEM being copied.

     2.   OWNERSHIP

          Except as specified in this Agreement, AltiGen Communications does not
grant to the OEM any rights in or to any Intellectual Property related to the
Product or to any materials furnished hereunder. The Intellectual Property
embodied in the Product, all modifications thereto, and all Documentation
thereof, are proprietary to AltiGen Communications, and AltiGen Communications
retains all right, title and interest in and to such Intellectual Property.

     3.   PRICES AND PAYMENTS

          3.1   PRICES. OEM shall pay AltiGen Communications, for each Product
and upgrade, the OEM list price for the Product as set forth on Exhibit B. Both
the AltiGen Communications standard list price and the OEM's discount levels are
subject to change by AltiGen Communications from time to time in its sole
discretion upon [*****] written notice to OEM. The OEM list price shall not
exceed [*****] of the AltiGen Dealer list price. Orders requesting delivery
after receipt of notice of a price or discount change will be charged at the new
price or discount level.

          3.2   OEM PRICING. OEM is free to determine its own resale prices for
the Products. Although AltiGen Communications may publish suggested list prices,
these are suggestions,only and are not binding in any way.


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          3.3   DEALER PRICING. OEM shall inform each of its Dealers that it is
free to determine its own retail prices and that, although AltiGen
Communications may publish suggested retail price lists, they are suggestions
only and are not binding in any way.

          3.4   INITIAL ORDER. Not required.

          3.5   PAYMENT. Upon approval of credit by AltiGen Communications,
payment for additional orders shall be due and payable within [*****] following
receipt of invoice or on such terms as may be otherwise specified in AltiGen
Communications' invoice. Invoices not paid when due shall accrue interest on an
annual basis from the date due until paid of [*****] on any outstanding balance,
or the maximum legal rate allowed by law, whichever is less. All Products
ordered in excess of any credit limit shall be paid for in acceptable currency
in advance of shipment, by a letter of credit drawn upon a bank acceptable to
AltiGen Communications, a bank cashier's check, or a bank wire transfer. AltiGen
Communications reserves the right to vary, change, or limit the amount or
duration of credit to be allowed to OEM, either generally or with respect to a
particular order. In the event AltiGen Communications does not extend credit to
OEM, payment for all purchases hereunder shall be made in advance of shipment
or, at AltiGen Communications' option, C.O.D.

          3.6   PRICE PROTECTION.

                (A)    OEM PRICE PROTECTION. AltiGen Communications shall notify
OEM of the effective date of a [*****] for any of the Products covered herein.
Inventory acquired by OEM from AltiGen Communications less than [*****] before
the effective date of the [*****] and not yet sold or under a contract for sale
will be granted price protection as set forth herein. [*****] To obtain price
protection, within [*****] of receipt of AltiGen Communications' notice of the
[*****], OEM shall provide to AltiGen Communications a written inventory report
showing by part number the quantity of each AltiGen Communications Product in
the OEM's inventory as of the effective date of the [*****]. [*****].

                (B)    DEALER PRICE PROTECTION. To obtain price protection for
its Dealers, OEM (i) shall provide to AltiGen Communications a written shipment
report showing by part number the quantity of each AltiGen Communications
Product shipped to a Dealer less than [*****] before the effective date of this
[*****], including the identity of each Dealer, the Products sold, and the date
of shipment and (ii) shall provide, or require its Dealers to provide, a written
Dealer inventory report showing by part number the quantity of each AltiGen
Communications Product in Dealer's inventory as of the effective date of the
[*****]. If OEM provides such reports to AltiGen Communications within [*****]
of OEM's receipt of AltiGen Communications' notice of a [*****], AltiGen
Communications shall credit the OEM's account for the [*****]. [*****]. [*****].

          3.7   STOCK ROTATION.

                (A)    INVENTORY BALANCING. Provided that the OEM issue a
simultaneous offsetting purchase order, OEM may, once during each quarter,
return for credit Product purchased in excess of the quarterly Purchase
Objectives for up to a maximum of [*****] of net dollar sales invoiced by
AltiGen Communications during the immediately preceding quarter. The credit
issued

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for the returned inventory will be based on the [*****] at which the Products
were available to OEM during the period commencing with the date on which the
Product was purchased and ending on the date the Product was returned, and may
be used on a dollar-for-dollar basis solely to purchase additional Product
pursuant to the offsetting purchase order. The right to balance inventory
granted herein must be exercised by the last day of the second month of the
quarter. OEM shall submit a request for authorization to return Product for
inventory balancing which shall state the quantity of Product to be returned.
Upon receipt of such request, AltiGen Communications shall issue a return of
materials authorization number. Inventory returned under this section must be
accompanied by a return of materials authorization number assigned by AltiGen
Communications and (i) in merchantable condition, in its factory-sealed
packaging, or (ii) if the returned Product is returned because defective by
virtue of being in breach of the warranty provided for in the End User
Agreement, returned with the entire contents of such Product package. All
Product returned under this subsection (a) shall be returned within thirty (30)
days of the date of issuance of the return of materials authorization number.
OEM shall pay for the shipping of returned Products to AltiGen Communications
and AltiGen Communications shall pay for the shipping of replacement Product
sent to OEM.

                (B)    PRODUCT REFRESH. AltiGen Communications may, at its sole
discretion, modify the Products. For purposes of this Agreement, AltiGen
Communications shall have sole discretion as to whether a Product is deemed to
be a new version of an existing Product to be provided to OEM under the terms of
this Agreement or a new product requiring execution of an appendix to this
Agreement prior to Original Equipment Manufacture. Once a new version of a
Product covered by this Agreement begins shipping, OEM shall have thirty (30)
days from the first AltiGen Communications shipment date of the new version to
OEM, or from written notification by AltiGen Communications of the new version,
whichever is later, (i) to submit an offsetting purchase order for an equal
dollar-for-dollar value of the new version of the Product and (ii) to return
Product from the prior release from OEM's inventory that was shipped by AltiGen
Communications to OEM within the previous ninety (90) days. Such returns shall
be shipped at OEM's; expense. Returned Product will be exchanged by AltiGen
Communications on a dollar for dollar basis, proportional with any price
increase or decrease, with the new version of the Product and shipped to OEM at
AltiGen Communications expense. Product returned under this provision must be in
merchantable condition and in its original factory-sealed packaging. The right
to refresh Product under this subsection (b) shall be in addition to OEM's
inventory-balancing right under subsection (a) above.


                (C)    PRODUCT DISCONTINUATION. AltiGen Communications shall
provide OEM with thirty (30) days written notice prior to AltiGen
Communications' discontinuation of any Product. Upon receipt of such notice, OEM
shall have the right to return all discontinued Products purchased within
[*****] of the notice of discontinuation for a credit to OEM's account of the
Product's purchase price less any discounts or credits previously received.
Credits granted hereunder can only be used for future purchases of Products. The
right to return discontinued Product under this subsection (c) shall be in
addition to OEM's inventory-balancing right under subsection (a) above.

          3.8   OEM FINANCIAL CONDITION. OEM represents and warrants that it is
and at all times during the term of this Agreement shall remain in good
financial condition, solvent and able to pay its bills when due. OEM further
represents and warrants that it has and at all times during the

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term of this Agreement shall retain the ability to order and pay for all Product
OEM is obliged to purchase under Exhibit C below. From time to time, on
reasonable notice by AltiGen Communications, OEM shall furnish financial reports
as necessary to determine OEM's financial condition.

          3.9   TAXES. Prices calculated in accordance with Exhibit B are
exclusive of all applicable taxes. OEM agrees to pay all taxes associated with
the marketing, Original Equipment Manufacture 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 Communications' net income. Any tax or duty AltiGen
Communications may be required to collect or pay upon the marketing or delivery
of the Products shall be paid by OEM and such sums shall be due and payable to
AltiGen Communications upon delivery. If claiming a tax exemption, OEM must
provide AltiGen Communications with valid tax exemption certificates at the time
of invoicing.

     4.   PRODUCT CHANGES

          4.1   STANDARD PRODUCTS- AltiGen Communications shall have the right,
in its sole discretion, without liability to OEM, to (a) change the Products
available on the Product List, (b) change the design, or discontinue developing,
producing, licensing or distributing any of the Products covered by this
Agreement, and (c) 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. Additional Products shall be deemed to be added to this
Agreement to the extent AltiGen Communications accepts any purchase orders for
Products not otherwise listed on the Product List.

          4.2   OEM MODIFICATIONS - OEM is free to make necessary changes to
correct defects or to enhance the functionality of AltiWare CE 2.1. AltiGen
Communications shall have the right to access all the changes, excluding
external applications, [*****] after the release of the modified products. OEM
assumes full responsibility for supporting any modification made.

     5.   ORDERS

          5.1   PROCEDURE. All orders for Products placed by OEM shall be in
writing, or if placed orally, shall be confirmed in writing within ten (10)
business days after such oral order.

          5.2   ACCEPTANCE OF ORDERS. All orders for Products by OEM shall be
subject to acceptance by AltiGen Communications and shall not be binding on
AltiGen Communications until the earlier of written confirmation or shipment,
and, in the case of acceptance by shipment, only as to the portion of the order
actually shipped.

          5.3   CONTROLLING TERMS. The terms and conditions of this Agreement
and of the applicable AltiGen Communications order confirmation pursuant to
Section 5.2 ("Acceptance Of Orders") above, shall apply to each order accepted
or shipped by AltiGen Communications hereunder. Any terms or conditions
appearing on the face or reverse side of any purchase order,

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acknowledgment, or confirmation other than confirmation pursuant to Section 5:2
above that are different from or in addition to those required hereunder shall
not be binding on the parties, even if signed and returned, unless both parties
hereto expressly agree in a separate writing to be bound by such separate or
additional terms and conditions.

          5.4   ALTIGEN COMMUNICATIONS ORDER CANCELLATION. AltiGen
Communications reserves the right to cancel or suspend any orders placed by OEM
and accepted by AltiGen Communications, or to refuse or delay shipment thereof,
if OEM (a) fails to make any payment as provided herein or in any invoice, (b)
fails to meet credit or financial requirements established by AltiGen
Communications, or (c) otherwise fails to comply with the terms and conditions
of this Agreement.

          5.5   OEM ORDER CANCELLATION. Orders accepted by AltiGen
Communications may be canceled without penalty if written notice of cancellation
is given to AltiGen Communications and the notice is received by AltiGen
Communications at least [*****] prior to the scheduled shipment date. Orders
canceled less than [*****] prior to the scheduled shipment date will be subject
to a cancellation payment of [*****] of the invoice value of the canceled order.
In no event may OEM cancel any order or any portion of an order after shipment.

          5.6   PRODUCT AVAILABILITY. AltiGen Communications will use reasonable
efforts to fill orders for Products and meet requests for shipment dates subject
to Product availability and AltiGen Communications production and supply
schedules. Should orders for Products exceed AltiGen Communications' available
inventory, AltiGen Communications will allocate its available inventory and make
deliveries on a basis AltiGen Communications deems equitable, in its sole
discretion, and without liability to OEM on account of the method of allocation
chosen or its implementation. AltiGen Communications shall not be liable to OEM
or any third party for any damages due to AltiGen Communications' failure to
fill any orders or for any delay in delivery or error in filing any orders for
any reason whatsoever.

          5.7   OBLIGATION TO SHIP IN PRESENCE OF BREACH. Even where AltiGen
Communications accepts a purchase order, AltiGen Communications shall not be
obligated to ship Products if OEM is in arrears on payments owing to AltiGen
Communications or otherwise in breach of the Agreement at the time of the
scheduled shipment.

          5.8   DELIVERY. Within the United States and Canada, AltiGen
Communications will ship FOB Destination, unless otherwise agreed in writing, to
OEM's designated location or freight forwarder via ground transport. OEM may
change the designated locations by providing AltiGen Communications with written
notice of such change, and the notice is received by AltiGen Communications at
least fifteen (15) days prior to the estimated shipment dates. [For delivery
outside the United States and Canada, AltiGen Communications will select a
carrier to transport Products to the point identified in Section 5.9, will
prepay insurance and freight, and will add the cost of insurance and freight to
OEM's invoice.] The right to change a designated locations does not include any
right to drop ship to customer sites. AltiGen Communications shall select the
mode of shipment and the carrier unless OEM designates a carrier at the time an
order is placed. Notwithstanding section 5.9 below ("Risk of Loss"), OEM shall
be responsible for and shall pay all shipping, freight, and insurance charges.

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          5.9   RISK OF LOSS. In the case of shipments to shipping destinations
within the United States, title to the Products, exclusive of the rights
retained under the Agreement in trademarks, patents, copyrights, trade names,
trade secrets and intellectual property, and all risk of loss or damage for any
Product shall pass to OEM upon delivery by AltiGen Communications to the OEM
designated location.

In the case of shipments to shipping designations outside the United States, OEM
and AltiGen Communications expressly agree that beneficial and legal title to,
ownership of, right to possession of, control over, and risks of loss and damage
to, the products shall remain with AltiGen Communications until the shipment
physically arrives at the port of entry in the importing country (or at a bonded
warehouse within the jurisdictional boundaries of Canada or Mexico if OEM
requests shipment to those countries). The time of payment, whether before or
after shipment, the place or medium of payment, the method of shipment, the
manner of consignment, whether to AltiGen Communications, or its agent, to OEM
or OEM's agent or any agent for both, or any document in relation to any sale
under the Agreement, shall in no way limit or modify the right of AltiGen
Communications as the legal and beneficial owner of the products, its right to
control and its right to possession of such goods until they physically arrive
at the port of entry of the importing country (or at a bonded warehouse within
the jurisdictional boundaries of Canada or Mexico if OEM requests shipment to
those countries). Any use of the term "C.P.T." in the Agreement shall apply only
to price and not to title. It is expressly understood that the foregoing shall
not be construed to mean that AltiGen Communications has merely retained bare
legal title for security purposes, but rather retains legal title and full
beneficial ownership until the shipment arrives at the port of entry in the
country of destination (or at a bonded warehouse within the jurisdictional
boundaries of Canada or Mexico if OEM requests shipment to those countries). If
OEM insures the shipment, insurance policies will protect the interest of
AltiGen Communications as the legal owner of the merchandise until title
transfers as set forth above.

          5.10  SECURITY INTEREST. In the event that AltiGen Communications
extends credit to the OEM for Product purchases, OEM grants AltiGen
Communications, as security for OEM's obligations hereunder, a purchase money
security interest in (i) the Products to be acquired from AltiGen Communications
under the Agreement or any extension of the Agreement and (ii) the proceeds of
such Products. Upon AltiGen Communications' request, OEM agrees to execute and
cause to be filed all instruments or documents (including without limitation
financing statements) necessary to perfect any such security interest and
further agree that, in any event, AltiGen Communications may file a copy of the
Agreement as a financing statement for such purpose.

     6.   ORIGINAL EQUIPMENT MANUFACTURE OBLIGATIONS

          6.1   DEALER LICENSE AGREEMENTS. For each Dealer to which OEM
distributes or markets Products, OEM shall execute a Dealer license agreement
("Dealer License Agreement") that contains terms and conditions consistent with
the provisions of this Agreement, that is at least as restrictive as this
Agreement and that requires the Dealer to cause each copy of the Product
distributed to End-Users by such Dealer to be subject to an End-User Agreement.
Upon AltiGen Communications request, from time to time OEM shall provide to
AltiGen Communications a copy of the then current version of the Dealer License
Agreement.

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          6.2   BUSINESS PLAN.  Not required.

          6.3   PURCHASE OBJECTIVES; INVENTORY.  Not required.

                (A)    INCREMENTAL BUSINESS (OEM) acknowledges that the purchase
objectives and discounts specified are based upon (OEM's) and AltiGen's shared
expectations that (OEM's) sales of Licensed Works:

                       1.     will substantially increase the overall
worldwide market demand for the Licensed Works on a unit basis;

                       2.     will result in significant incremental uses of
Licensed Works for High Availability System Units; and

                       3.     will be based upon a value added approach. (OEM)
agrees to add value through hardware enhancements, software drivers, utilities,
applications, toolkits, ease of installation, ease of use, ease of operations,
increased dependability, and/or integration of the parties products and
services.

          6.4   ROYALTIES AND DISCOUNTS (A) For each sold copy of modified
AltiWare CE 2.1, (OEM) agrees to pay to AltiGen, the agreed price of AltiGen
manufactured AltiWare CE 2.1.

          6.5   FORECASTS. (OEM) agrees to provide AltiGen within (120) days of
the Effective Date, an annual forecast showing the expected sales based upon
(OEM) fiscal year, and a quarterly forecast, based upon (OEM) fiscal quarters.
Each year thereafter, (OEM) shall provide annual forecasts and quarterly
forecasts in the fourth quarter of the previous year. AltiGen agrees to provide
to (OEM) product type, user mix, media format and gross geographic segmentation
information in order to assist (OEM) in accurately determining its annual and
fiscal forecasts.

          6.6   ROYALTY AND PAYMENT REVIEWS. (OEM) may request a review of its
aggregate royalty and/or payment run rate for the purpose of changing its
Royalty Rates or Discount Rates. Provided (OEM) has reached its royalty and/or
payment forecast for the previous quarter and is forecasting within the range of
the new Royalty Rates and/or Discount Rates from Table 1 associated with that
Royalty Rate and/or Discount Rate range and to be effective the first day of the
(OEM) quarter. Within [*****] of the effective date of the new Royalty Rates
and/or Discount Rates, (OEM) shall pay to AltiGen a non-refundable advance equal
to [*****] of the new annual commitment forecasted by (OEM).

          6.7   FAILURE TO ACHIEVE COMMITMENT. If at the end of any calendar
year (OEM) has not paid payments to AltiGen equal to or greater than annual
commitment forecasted for that calendar year, the Discount Rates which shall
apply for the subsequent calendar year of this project statement shall
automatically be changed to reflect the Discount Rates associated with the
actual payments made by (OEM) to AltiGen.


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          6.8   POINT OF SALE REPORTS. During the term of this Agreement, OEM
shall provide to AltiGen Communications a monthly report in EDI format which
list the versions of Licensed Works licensed or sold directly by (OEM) to
acquiring entities containing the following information: (i) the quantities of
Licensed Works sold; the royalties and/or payments due and/or paid to AltiGen
for the Licensed Works sold and/or sublicensed (ii) the submitter account
number, (iii) the destination company's (Dealer's or end user's) name, (iv) the
"ship to" destination zip code (v) the part number of the Products shipped and
(vi) date of sale or distribution. Such report, with respect to a calendar
month, shall be delivered to AltiGen Communications no later than the tenth
(10th) day of the following calendar month.

          6.9   CUSTOMER SATISFACTION. OEM agrees that the Products marketed
under this Agreement are technically complex and require high-quality,
individualized pre-marketing and postmarketing support. This support is
necessary to achieve and maintain high customer satisfaction. Therefore, OEM
agrees that high customer satisfaction is a condition of Original Equipment
Manufacture authorization by AltiGen Communications. The Original Equipment
Manufacture channels established by AltiGen Communications, and the obligations
placed on OEMs, exist to ensure high customer satisfaction. OEM agrees to market
the Products only in accordance with this Agreement. In addition, in order to
assure high customer satisfaction, OEM agrees to:


          o    report to AltiGen Communications promptly and in writing all
               suspected and actual problems with any Product;

          o    maintain a shipment report identifying for each Dealer, the
               Products sold, the date of sale, and each Product's serial
               number;

          o    retain all shipment reports for five years after the date of
               sale, and assist AltiGen Communications, upon request, in tracing
               a Product to a Dealer, in order to distribute critical Product
               information, locate a Product for safety reasons, or discover
               unauthorized marketing or infringing acts;

          o    conduct business in a manner which reflects favorably at all
               times on the Products, goodwill and reputation of AltiGen
               Communications;

          o    avoid deceptive, misleading or unethical practices which are or
               might be detrimental to AltiGen Communications or its products;

          o    refrain from making any false or misleading representations with
               regard to AltiGen Communications or its products; and

          o    refrain from making any representations, warranties or guarantees
               to customers or to the trade with respect to the specifications,
               features or capabilities of the Products that are inconsistent
               with the literature distributed by AltiGen Communications.


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          6.10  PROMOTIONAL EFFORTS. OEM shall use its best efforts to market
and distribute the Products to Dealers in the Territory. OEM may advertise the
Products in advertising media of OEM's choice, provided that the primary
audience or circulation is located in the Territory. OEM shall make full use of
all promotional material supplied by AltiGen Communications and make available
literature and other information that AltiGen Communications requires to be
transmitted to such Dealers. In all advertising and promotion of the Products,
OEM shall comply with AltiGen Communications standard cooperative advertising
policies as specified from time to time by AltiGen Communications.

          6.11  DEMONSTRATION SYSTEM. OEM shall maintain a demonstration system
capable of supporting the most technically advanced Products. OEM shall use such
demonstration system both to facilitate its ability to fulfill its Dealer
support obligations, and to support its sales efforts.

     7.   TRAINING

          7.1   To assist OEM with the sales and support of the Products,
AltiGen Communications may provide training to OEM for any new Product releases
during the term of this Agreement, upon AltiGen Communications reasonable
request and at OEM's facility, and OEM shall use best efforts to have OEM's
inside and outside sales or technical force present for such training sessions.

          7.2   INITIAL TRAINING.  Not required.

          7.3   ADDITIONAL TRAINING.  Not required.

          7.4   OEM PERSONNEL. OEM shall train and maintain a sufficient number
of capable technical and sales personnel to serve the demands of Dealers and
end-users for the Products, for service and support of the Products, call on all
Dealers with reasonable frequency and answer promptly all Dealer inquiries or
requests for information regarding the Products. OEM and its staff shall develop
and maintain sufficient knowledge of the industry, the Products, and competitive
offerings (including specifications, features, and functions) so as to be able
to demonstrate and support the Products for Dealers. OEM shall provide all
Dealers with technical support and other assistance appropriate for the
promotion, marketing, and Original Equipment Manufacture of the Products. OEM
shall attend AltiGen Communications Original Equipment Manufacture meetings.

     8.   SUPPORT AND MAINTENANCE

          8.1   AltiGen Communications shall provide central site support to OEM
(but not its dealers, and not end users) with the support and maintenance
described in Exhibit D hereto free of charge during the term of this agreement.
AltiGen agrees to correct all errors, defects and malfunctions in AltiGen
products and isolated thereto, and in the user documentation arising during the
term of the agreement. AltiGen Communications may provide dealers and end users
with support and maintenance under a separate agreement.


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          8.2   (OEM) will assume responsibility for repairing, maintaining, and
supporting the (OEM) Products. This support will include competent technical
advice to end users. AltiGen will continue to offer repair and maintenance
services for the QUANTUM Boards under Amendment No. __ to the AltiGen Hardware
Products Repair Agreement between AltiGen and (OEM).

          8.3   DEVELOPMENT SUPPORT: Not applicable.

          8.4   (OEM) PRODUCTS IDENTIFICATION. (OEM)'s packaging (containers)
and any advertisements or materials relating to the distribution of the (OEM)
Products will clearly identify (OEM) as the manufacturer of the (OEM) Products.
All (OEM) Products must contain a serial number assigned under a serialization
plan that differs substantially from the serialization method adopted by
AltiGen.

          8.5   DOCUMENTATION. AltiGen shall provide to OEM the applicable
product literature, training materials, technical documentation and the end-user
manuals for AltiGen products formatted in the version of Adobe FrameMaker or
Microsoft Word used to generate said documents by AltiGen at the time of
delivering products and each subsequent Release thereof. AltiGen hereby grants
to OEM, and OEM accepts, a non-exclusive, royalty-free license under AltiGen's
pre-existing copyrights in the AltiGen products End User documentation to edit
reformat, rewrite and reissue the documentation as a necessary in connection
with OEM's marketing and distribution of AltiGen products for OEM and AltiGen
products. Except as otherwise provided herein, the responsibility for and
expense associated with any publishing or distribution of End User documentation
shall be assumed by OEM.

     9.   TRADEMARKS AND CONFIDENTIAL INFORMATION

          9.1   TRADEMARKS. AltiGen Communications shall have and retain sole
ownership of AltiGen's logo, trade names and trademarks ("Trademarks"),
including the goodwill pertaining thereto. AltiGen Communications hereby grants
to OEM the right to use and display the Trademarks solely in connection with and
solely to the extent reasonably necessary for the marketing, Original Equipment
Manufacture, and support of the Products within the Territory in accordance with
the terms and conditions of this Agreement. OEM shall not do or suffer to be
done any act or thing that would impair AltiGen's rights in its Trademarks or
damage the reputation for quality inherent in the Trademarks. AltiGen's has the
right to take all action which it deems necessary to ensure that the advertising
and promotional materials related to the Products utilized by OEM are consistent
with the reputation and prestige of the Trademarks. OEM shall market,
distribute, and support the Products only under the Trademarks, and not any
other trademark or logo. OEM shall not use the Trademarks or any other
trademarks or trade names of AltiGen Communications or any word, symbol, or
design confusingly similar thereto, as part of its corporate name, or as part of
the name of any product of OEM. OEM shall not (i) remove, alter or overprint the
Products' copyright notices, trademarks, and logos, or packaging, (ii) attach
any additional trademarks to the Products without AltiGen's prior written
consent or (iii) affix any of the Trademarks to any non-AltiGen Communications
products. OEM agrees that any goodwill which accrues because of OEM's use of the
Trademarks shall become AltiGen's property. OEM further agrees not to contest
AltiGen's Trademarks or tradenames, or to make application for registration of


                                      -11-

<PAGE>

any AltiGen Communications Trademarks or tradenames. OEM shall incorporate the
following copyright notice on AltiGen products for OEM or derivative works
thereof, used, duplicated or sublicensed by OEM:

   [OEM's Software trade name] Is a OEM version of AltiGen products (Circle R)

                  (C) Copyright AltiGen, Inc. 1"3. M, 1998, IM

                               All Rights Reserved

OEM agrees to incorporate all AltiGen copyright, trademark and proprietary
notices to manuals documentation, and diskette labels of the AltiGen products
for OEM, and to make any changes reasonably required to protect AltiGen's
intellectual property rights. OEM reserves the right to rename AltiGen products
for OEM according to OEM's marketing needs and strategy; however, AltiGen's
copyright and proprietary notices shall be conspicuously displayed.

          9.2   CONFIDENTIAL INFORMATION. During the term of this Agreement, and
for a period of three (3) years thereafter, OEM will maintain in confidence any
confidential or proprietary information of AltiGen Communications disclosed to
it by AltiGen Communications including, without limitation, any information
regarding scientific, engineering, manufacturing, marketing, business plan,
financial or personnel matter relating to AltiGen Communications, whether in
oral, written, graphic or electronic form ("Confidential Information"). OEM will
not use, disclose or grant use of such Confidential Information except as
expressly authorized by AltiGen Communications. To the extent that disclosure is
authorized by AltiGen Communications, OEM will obtain prior agreement from its
employees, agents or consultants to whom disclosure is to be made to hold in
confidence and not make use of such information for any purpose other than those
permitted by AltiGen Communications. OEM will use at least the same standard of
care as it uses to protect its own Confidential Information to ensure that such
employees, agents or consultants do not disclose or make any unauthorized use of
such Confidential Information. OEM will promptly notify AltiGen Communications
upon discovery of any unauthorized use or disclosure of the Confidential
Information.

          9.3   EXCEPTIONS. The obligations of confidentiality contained in
Section 9.2 will not apply to the extent that it can be established by OEM by
competent proof that such Confidential Information:

                (A)    was already known to OEM, other than under an obligation
of confidentiality, at the time of disclosure by AltiGen Communications;

                (B)    was generally available to the public or otherwise part
of the public domain at the time of its disclosure to OEM;

                (C)    became generally available to the public or otherwise
part of the public domain after its disclosure and other than through any act or
omission of OEM in breach of this Agreement;

                                      -12-

<PAGE>

                (D)    was disclosed to OEM, other than under an obligation of
confidentiality, by a third party who had no obligation to the disclosing party
not to disclose such information to others.

     10.  INDEMNIFICATION

          10.1  ALTIGEN COMMUNICATIONS INDEMNITY. Subject to the limitations set
forth herein below, AltiGen Communications shall defend OEM with respect to any
claim, suit or proceeding brought against OEM to the extent it is based upon a
claim that any Product sold pursuant to this Agreement infringes upon any U.S.
patent, U.S. trademark, U.S. copyright or U.S. trade secret of any third party;
provided, however, that OEM (i) promptly notifies AltiGen Communications in
writing of such claim, suit or proceeding; (ii) gives AltiGen Communications the
right to control and direct investigation, preparation, defense and settlement
of any claim, suit or proceeding; and (iii) gives assistance and full
cooperation for the defense of same, and, further provided, that AltiGen's
liability with respect to portions of Products provided by or licensed from
third parties will be limited to the extent AltiGen Communications is
indemnified by such third parties. AltiGen Communications shall pay any
resulting damages, costs and expenses finally awarded to a third party, but
AltiGen Communications shall not be liable for such amounts, or for settlements
incurred by OEM, 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
Communications may, at its option, replace or modify such Product so as to avoid
infringement, or procure the right for OEM to continue the use and resale of
such Product. If neither of such alternatives is, in AltiGen's opinion,
reasonably possible, the infringing Product shall be returned to AltiGen
Communications, and AltiGen's sole liability, in addition to its obligation to
reimburse any awarded damages, costs and expenses set forth above, shall be to
refund the purchase price paid for such Products by OEM.

          10.2  EXCLUSIONS. The provisions of the foregoing indemnity shall not
apply with respect to any instances of alleged infringement based upon or
arising out of the use of such Products in any manner for which the Products
were not designed, or for use of Products other than the uses and Original
Equipment Manufactures designated by AltiGen Communications, for use of any
Product that has been modified by OEM or any third party, or for use of any
Product in connection with or in combination with any equipment, devices or
software that have not been supplied by AltiGen Communications. Notwithstanding
any other provisions hereof, the foregoing indemnity shall not apply with
respect to any infringement based on OEM's activities occurring subsequent to
its receipt of notice of any claimed infringement unless AltiGen Communications
shall have given OEM written permission to continue to market and distribute the
allegedly infringing Product.

          10.3  ENTIRE LIABILITY AND LIMITATION. THE FOREGOING SECTIONS 10.1
AND 10.2 STATE THE SOLE AND EXCLUSIVE REMEDY OF OEM AND THE ENTIRE LIABILITY AND
OBLIGATION OF ALTIGEN COMMUNICATIONS 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. IN NO EVENT SHALL ALTIGEN'S
LIABILITY UNDER SECTION 10.1 FOR INDEMNITY OF OEM WITH RESPECT TO INFRINGEMENT
OF A PATENT, COPYRIGHT, TRADEMARK OR TRADE SECRET EXCEED THE AMOUNTS PAID TO

                                      -13-

<PAGE>

ALTIGEN COMMUNICATIONS BY OEM UNDER THIS AGREEMENT IN THE PREVIOUS CALENDAR YEAR
FOR THE PRODUCTS DISTRIBUTED BY OEM PURSUANT TO THIS AGREEMENT.

          10.4  INDEMNITY BY OEM. OEM AGREES TO INDEMNIFY AND HOLD ALTIGEN
COMMUNICATIONS HARMLESS FROM ANY CLAIMS, SUITS, PROCEEDINGS, LOSSES,
LIABILITIES, DAMAGES, COSTS AND EXPENSES (INCLUSIVE OF ALTIGEN'S REASONABLE
ATTORNEYS' FEES) MADE AGAINST OR INCURRED BY ALTIGEN COMMUNICATIONS AS A RESULT
OF NEGLIGENCE, MISREPRESENTATION, OR ERROR OR OMISSION ON THE PART OF OEM OR
REPRESENTATIVE OF OEM. OEM SHALL BE SOLELY RESPONSIBLE FOR, AND SHALL INDEMNIFY
AND HOLD ALTIGEN COMMUNICATIONS HARMLESS FROM, ANY CLAIMS, WARRANTIES OR
REPRESENTATIONS MADE BY OEM OR OEM'S EMPLOYEES OR AGENTS WHICH DIFFER FROM THE
WARRANTY PROVIDED BY ALTIGEN COMMUNICATIONS IN ITS END USER AGREEMENT.

     11.  WARRANTY

          11.1  ALTIGEN COMMUNICATIONS WARRANTY. AltiGen Communications warrants
the Products TO END USERS ONLY pursuant to the terms and conditions of the End
User Agreement and no warranty is extended to the OEM.

          11.2  LIMITATIONS AND DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTY SET
FORTH IN THE END USER AGREEMENT, ALTIGEN COMMUNICATIONS EXPRESSLY DISCLAIMS ALL
WARRANTIES EXPRESSED OR IMPLIED RELATING TO THE PRODUCTS, AND FURTHER EXPRESSLY
EXCLUDES ANY WARRANTY OF NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE OR
MERCHANTABILITY.

          11.3  NO PERSON IS AUTHORIZED TO MAKE ANY OTHER WARRANTY OR
REPRESENTATION CONCERNING THE PERFORMANCE OF THE PRODUCTS OTHER THAN AS PROVIDED
IN THE END USER AGREEMENT. OEM SHALL MAKE NO OTHER WARRANTY, EXPRESS OR IMPLIED,
ON BEHALF OF ALTIGEN COMMUNICATIONS.

          11.4  OEM'S WARRANTY. OEM hereby represents and warrants to AltiGen
Communications that neither this Agreement (or any term hereof) nor the
performance of or exercise of rights under this Agreement, is restricted by,
contrary to, in conflict with, ineffective under, requires registration or
approval or tax withholding under, or affects AltiGen's intellectual property
rights (or the duration thereof) under, or will require any compulsory licensing
under, any law or regulation of any organization, country, group of countries or
political or governmental entity to which OEM is subject.

     12.  LIMITATION ON LIABILITY

          12.1  WAIVER OF CONSEQUENTIAL DAMAGES. IN NO EVENT WILL ALTIGEN
COMMUNICATIONS BE LIABLE TO OEM OR ANY THIRD PARTY FOR ANY INDIRECT,

                                      -14-

<PAGE>

SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION ANY LOSS OF
INCOME, LOSS OF PROFITS OR LOSS OF DATA, EVEN IF ALTIGEN COMMUNICATIONS HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH
THE GRANT OF THE LICENSE HEREUNDER.

          12.2  LIMITATION OF LIABILITY. ALTIGEN'S TOTAL LIABILITY TO OEM OR ANY
THIRD PARTY HEREUNDER SHALL NOT EXCEED THE AMOUNT PAID FOR THE PRODUCTS DURING
THE [*****] PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM GIVING RISE
TO SUCH LIABILITY AROSE.

          12.3  THIRD PARTY CLAIMS. AltiGen Communications shall not be liable
for any claim by OEM based on any third party claim, except as stated in Section
10 of the Agreement.

     13.  TERM AND TERMINATION

          13.1  TERM. Subject to the provisions of Sections 13.2 and 13.3 below,
this Agreement is valid for a term of one year and shall be renewed
automatically for additional one year terms provided that each party shall have
the right to terminate this Agreement for convenience upon ninety (90) days
written notice prior to the end of the initial term or any subsequent term of
the Agreement.

          13.2  TERMINATION FOR CAUSE. AltiGen Communications may terminate the
Agreement for cause if OEM fails to meet its payment obligations under the
Agreement and such failure continues for ten (10) days following receipt of
written notice from AltiGen Communications. In addition, either party may
terminate this Agreement for cause upon thirty (30) days written notice to the
other party if such other party materially breaches this Agreement and such
material breach is not cured within the thirty (30) day period following
delivery of notice. Either party shall have the right to terminate this
Agreement immediately in the event the other party terminates its business, or
becomes subject to any bankruptcy or insolvency proceeding under Federal or
State statute, and such petition is not dismissed within sixty (60) days.

          13.3  EFFECT OF TERMINATION. For a period of sixty (60) days following
termination of this Agreement, OEM may distribute any Products in OEM's
possession at the time of termination, provided, however, that if AltiGen
Communications has terminated the Agreement pursuant to Section 13.2, OEM's
right to distribute the Products shall immediately terminate. Following any
permitted Original Equipment Manufacture, OEM shall return to AltiGen
Communications or, at AltiGen's request, destroy the copies of the Products and
Documentation then in its possession. In addition, OEM shall be entitled to
retain one (1) copy of the Product following termination solely for the purposes
of providing support to Dealers and End Users. AltiGen Communications shall
apply the value of any returned Products to any outstanding credit balance in
OEM's account, but shall not otherwise be required to refund OEM for the value
of the returned Products. The termination of this Agreement shall not act to
terminate the licenses granted to Dealers or End Users pursuant to this
Agreement.

                                      -15-
<PAGE>

          13.4  ACCELERATION OF PAYMENT. Upon termination of the Agreement by
AltiGen Communications for cause, the due dates of all outstanding invoices for
Products will automatically be accelerated so that they become due and payable
on the effective date of termination, even if longer terms had been provided
previously. All orders or portions of orders remaining unshipped as of the
effective date of such termination shall automatically be canceled.

     14.  MISCELLANEOUS

          14.1  NONEXCLUSIVITY. AltiGen Communications 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
Communications in its sole discretion.

          14.2  MODIFICATION AND AMENDMENT. Except with respect to Exhibit B
hereof, this Agreement may be modified or amended only in writing by the consent
of both parties.

          14.3  SURVIVAL. Sections 7.6, 9.2, 9.3, 10, 11, 12, 13.3, 13.4 and 14
shall survive termination of this Agreement for three (3) years.

          14.4  GOVERNING LAW. This Agreement is made in accordance with and
shall be governed and construed under the laws of the State of California, as
applied to agreements executed and performed entirely in California by
California residents. OEM agrees to submit to the jurisdiction of the Northern
District of California, San Jose Division, or the Santa Clara County Superior
Court, as appropriate, and hereby waives any objections to the jurisdiction and
venue of such courts.

          14.5  TOLL FRAUD. Dealer is forbidden from stating or implying that
AltiGen Products provide immunity from fraudulent intrusion (Toll Fraud). Dealer
must use this language on all sales materials and contract involving AltiGen
Products.

          14.6  NOTICES. 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 deemed effective upon
personal delivery or three (3) days following dispatch via first class mail or
one (1) business day following deposit with any national overnight courier
service in accordance with this section.

          14.7  NO PARTNERSHIP OF JOINT VENTURE. No agency, employment,
partnership, joint venture, or other joint relationship is created hereby, it
being understood that OEM and AltiGen Communications are independent contractors
vis-a-vis one another and that neither has any authority to bind the other in
any respect whatsoever.

          14.8  FORCE 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.

                                      -16-
<PAGE>

          14.9    EXPORT CONTROL. The parties acknowledge that the Products may
be subject to the export control laws of the United States of America, including
the U.S. Bureau of Export Administration regulations, and hereby agree to obey
any and all such laws. The parties agree to comply with the U.S. Foreign Corrupt
Practices Act of 1977, as amended, and with all applicable foreign laws relating
to the use, importation, licensing or Original Equipment Manufacture of the
Products.

          14.10   ASSIGNMENT. Neither party may assign this Agreement or any of
its rights, duties or obligations under this Agreement to any third party
without the other party's prior written consent, which consent shall not be
unreasonably withheld. Notwithstanding the foregoing, either party may assign
its rights and delegate its obligations under this Agreement without the consent
of the other party 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.

          14.11   SEVERABILITY 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.

          14.12   ENTIRE 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.

          14.13   HEADINGS. 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.

          14.14   PARTIES ADVISED BY COUNSEL. This Agreement has been negotiated
between unrelated parties who are sophisticated and knowledgeable in the matters
contained in this Agreement and who have acted in their own self interest. In
addition, each party has been represented by legal counsel. The provisions of
this Agreement shall be interpreted in a reasonable manner to effect the purpose
of the parties, and this Agreement shall not be interpreted or construed against
any party to this Agreement because that party or any attorney or representative
for that party drafted this Agreement or participated in the drafting of this
Agreement.






                                      -17-
<PAGE>

         IN WITNESS WHEREOF, the parties hereto have duly executed this
Agreement, including the Exhibits hereto, and incorporated by reference, as of
the t first above written above.

ALTIGEN COMMUNICATIONS                    OEM

By:     /s/ Gilbert Hu                    By:    /s/ Leo Liu
    ---------------------------------         ----------------------------------

Name:       Gilbert Hu                    Name:      Leo Liu
      -------------------------------           --------------------------------

Title:      President & CEO               Title:
       ------------------------------            -------------------------------



ALTIGEN COMMUNICATIONS RESERVES THE RIGHT TO MAKE MODIFICATIONS TO THIS
AGREEMENT WHEN THE NEED ARISES, BY 1/31/99.














                                      -18-
<PAGE>

                ALTIGEN COMMUNICATIONS, INC. - END USER AGREEMENT

                 NOTICE - READ THIS BEFORE OPENING THIS PACKAGE,

                INSTALLING THE PC HARDWARE OR USING THE SOFTWARE


         OPENING THIS PACKAGE, INSTALLING THE PC HARDWARE OR USING THE SOFTWARE
INDICATES YOUR ACCEPTANCE OF THESE TERMS AND CONDITIONS. READ ALL OF THE TERMS
AND CONDITIONS OF THIS LICENSE AGREEMENT PRIOR TO OPENING THIS PACKAGE OR USING
THE SOFTWARE. IF YOU DO NOT ACCEPT THESE TERMS, YOU MUST RETURN THIS PACKAGE
UNOPENED WITHIN FIVE (5) DAYS OF OBTAINING THE PACKAGE, WITH YOUR RECEIPT, AND
YOUR MONEY WILL THE RETURNED.

                                     * * * *

         PLEASE NOTE THAT YOU MAY NOT USE, COPY, MODIFY OR TRANSFER THE PROGRAM,
THE PC HARDWARE OR DOCUMENTATION OR ANY COPY, EXCEPT AS EXPRESSLY PROVIDED IN
THIS AGREEMENT.

         LICENSE. This software program (the "Program") and the documentation
(the "Documentation") are licensed, not sold, to you. The term "Program" shall
also include any updates of the Program licensed to you by AltiGen
Communications, Inc. ("AltiGen"). Subject to the terms of this agreement you
have a non-exclusive and nontransferable right to use the Program, Personal
Computer Card (the "PC Hardware") and Documentation. You agree to use your best
efforts to prevent and protect the contents of the Program, the PC Hardware and
Documentation from unauthorized disclosure or use. AltiGen and its licensors
reserve all rights not expressly granted to you. AltiGen's licensors are the
intended third party beneficiaries of this agreement and have the express right
to rely upon and directly enforce the terms set forth herein.

         LIMITATIONS ON USE. You may not rent, lease, sell or otherwise transfer
or distribute copies of the Program, the PC Hardware or Documentation to others.
You may not modify or translate the Program, the PC Hardware or the
Documentation without the prior written consent of AltiGen. You may not reverse
assemble, reverse compile or otherwise attempt to create the source code from
the Program or the PC Hardware. You may not use AltiGen's name or refer to
AltiGen directly or indirectly in any papers, articles, advertisements, sales
presentations, news releases or releases to any third party without the prior
written approval of AltiGen for each such use. You may not release the results
of any performance or functional evaluation of any Program to any third party
without prior written approval of AltiGen for each such release.

         BACKUP AND TRANSFER. You may make one copy of the Program for backup
purposes if AltiGen's copyright notice is included. You may not sublicense,
assign, delegate, rent, lease, time-share or otherwise transfer this license or
any of the related rights or obligations for any reason. Any attempt to make any
such sublicense, assignment, delegation or other transfer by you shall be

<PAGE>

void. You may physically transfer the Program from one computer to another
provided that you do not retain any copies of the Program, including any copies
stored on a computer.

         TOLL FRAUD. Although this software provides passwords and blocking
options for controlling telephone use, the software does not provide a security
system that would prevent unauthorized use. AltiGen does not warrant that the
software will prevent, or can prevent, unauthorized and/or unlawful use. AltiGen
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.

         COPYRIGHT AND PATENT. The Program, the PC Hardware and related
Documentation are copyrighted and patented by AltiGen and its licensors. You may
make one copy of the Documentation and print one copy of any on-line
documentation or other material provided to you in electronic form. Any and all
other copies of the Program and any copy of the Documentation made by you are in
violation of this license.

         OWNERSHIP. You agree that the Program and Documentation belong to
AltiGen and its licensors. You agree that you neither own nor hereby acquire any
claim or right of ownership to the Program and Documentation or to any related
patents, copyrights, trademarks or other intellectual property. You own only the
magnetic or other physical media (including PC Hardware) on which the Program
and related Documentation are recorded or fixed. AltiGen and its licensors
retain all right, title and interest in and to the Documentation and all copies
and the Program recorded on the original media and all subsequent copies of the
Program at all times, regardless of the form or media in or on which the
original or other copies may subsequently exist. This license is not a sale of
the original or any subsequent copy. All content accessed through the Program is
the property of the applicable content owner and may be protected by applicable
copyright law. This license gives you no rights to such content.

         TERM AND TERMINATION. This license is effective until terminated. You
may terminate this license at any time by destroying the Program and
Documentation and the permitted backup copy. This license automatically
terminates if you fail to comply with its terms and conditions. You agree that,
upon such termination, you will either destroy (or permanently erase) all copies
of the Program and Documentation, or return the original Program and
Documentation to AltiGen, together with any other material (PC Hardware) you
have received from AltiGen in connection with the Program.

         LIMITED WARRANTY. AltiGen warrants the media on which the Program is
furnished to be free from defects in materials and workmanship under normal use
for 30 days from the date that you obtain the Program. AltiGen warrants the PC
Hardware for a period of one year from the date of consumer purchase to be free
from defects in materials and workmanship. EXCEPT FOR THIS LIMITED WARRANTY,
ALTIGEN AND ITS LICENSORS PROVIDE THE PROGRAM, THE PC HARDWARE AND THE
DOCUMENTATION "AS IS" WITHOUT WARRANTY OF ANY KIND EITHER EXPRESS, IMPLIED OR
STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Some states do not allow
the exclusion of implied warranties, so the


                                      -2-
<PAGE>

above exclusion may not apply to you. This warranty gives you specific legal
rights and you may also have other rights which vary from state to state.

         LIMITATION OF REMEDIES. AltiGen and its licensors' entire liability and
your exclusive remedy in connection with the Program, the PC Hardware and the
Documentation shall be that you are entitled to return the defective media
containing the Program together with the PC Hardware and Documentation to the
merchant. At the option of the merchant, you may receive replacement media
containing the Program, the PC Hardware and Documentation that conforms with the
limited warranty or a refund of the amount paid by you. IN NO EVENT WILL ALTIGEN
OR ITS LICENSORS BE LIABLE FOR ANY INDIRECT DAMAGES OR OTHER RELIEF ARISING OUT
OF YOUR USE OR INABILITY TO USE THE PROGRAM INCLUDING, BY WAY OF ILLUSTRATION
AND NOT LIMITATION, LOST PROFITS, LOST BUSINESS OR LOST OPPORTUNITY, OR ANY
SPECIAL, INCIDENTAL OR CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING LEGAL FEES,
ARISING OUT OF SUCH USE OR INABILITY TO USE THE PROGRAM, EVEN IF ALTIGEN, ITS
LICENSORS OR AN AUTHORIZED ALTIGEN DEALER, DISTRIBUTOR OR SUPPLIER HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY.
Some states do not allow the exclusion or limitation of incidental or
consequential damages so the above limitation or exclusion may not apply to you.

         TOLL FRAUD. AltiGen will not accept liability for any damages including
long distance charges, which result from unauthorized and/or unlawful use. By
opening this package or using this software, you agree to indemnify AltiGen of
all such damages.

         This license will be governed by the laws of the State of California as
applied to transactions taking place wholly within California between California
residents.

         U.S. GOVERNMENT END USERS.  The Program is a "commercial item," as that
term is defined at 48 C.F.R. 12.101 (Oct. 1995) consisting of "commercial
computer software" and "commercial computer software documentation," as such
terms are used in 48 C.F.R. 12.212 (Sept. 1995). Consistent with 48 C.F.R.
12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (June 1995), all U.S.
Government End Users acquire the Program with only those rights set forth
herein.









                                       -3-