FUTURELABS INC.

                             OEM PURCHASE AGREEMENT

This agreement is made as of this 8th day of March, 1996, between FUTURE LABS, a
California corporation located at 5150 El Camino Real, Suite E21, Los Altos, CA
94022 (hereinafter referred to as "FUTURELABS") and RSI Systems, Inc., located
at 7400 Metro Boulevard, Suite 475, Edina MN 55439 (hereinafter referred to as
OEM).

         This agreement is made in view of the following facts:

         A. FUTURELABS is in the business of developing and marketing computer
software programs. One of its programs which is owned by FUTURELABS is a program
known as TALKSHOW, which is a multipoint version of the TALKSHOW document
conferencing software program. The software version of the TALKSHOW conferencing
software for Windows is hereinafter referred to in this Agreement as TALKSHOW.

         B. OEM is in the business of manufacturing, marketing and distributing
hardware and/or software and related products. OEM's line of Windows and
Macintosh application software is hereinafter referred to as the PRODUCT.

         C. OEM desires to license TALKSHOW from FUTURELABS for sale with the
PRODUCT, in order to facilitate the sale of the PRODUCT, and FUTURELABS is
willing to grant such license pursuant to the terms and conditions of this
Agreement. OEM COMMITS TO INCLUDE A COPY OF TALKSHOW WITH EACH AND EVERY
SHIPMENT OF ITS PRODUCT. Other OEM line of conferencing products may be included
upon mutual agreement between FUTURELABS and OEM during the term of this
agreement.

NOW, THEREFORE, in consideration of the promises and conditions hereinafter
contained, the parties hereto agree as follows:

1. GRANT OF LICENSE: FUTURELABS hereby grants to OEM a non-transferable,
non-exclusive license to distribute TALKSHOW in connection with OEM's
distribution of the PRODUCT, on the terms and conditions of this Agreement.

2. DELIVERY OF TALKSHOW: Upon the signing of this Agreement, FUTURELABS will
deliver to OEM a 3 1/2" floppy diskette containing TALKSHOW, plus a 3 1/2"
diskette containing the text of the current documentation for TALKSHOW.

3. OWNERSHIP OF TALKSHOW: OEM acknowledges that the entire right, title and
interest in TALKSHOW, and all materials relating to TALKSHOW, including, without
limitation, any patents, copyrights, trademarks, and trade secrets shall at all
times belong to FUTURELABS, subject to the license granted in this Agreement.

4. TALKSHOW UPDATES: FUTURELABS may, but is not obliged to, update TALKSHOW from
time to time to provide additional enhancements and capabilities beyond those
which presently exist. OEM shall be notified promptly by FUTURELABS of any such
updates and shall have the right to acquire any updated material relating to
TALKSHOW without additional charge during the period commencing with the
effective date of this Agreement and expiring two years thereafter.

5. MULTIPLE COPIES: In consideration of the fees to be payable by OEM to
FUTURELABS under this Agreement, FUTURELABS hereby grants OEM the right to make
copies of TALKSHOW for use in connection with its marketing of the PRODUCT and
FUTURELABS agrees to supply the required quantities of production units or
serial numbers for the production and distribution of TALKSHOW.

6. NO TRANSFER OF LICENSE: OEM does not have the right to sell or otherwise
transfer its copies of TALKSHOW or the license granted by this Agreement, except
with the prior express written consent of FUTURELABS in each circumstance,
except as hereinafter provided. However, in the event of a merger or
reorganization of OEM into a different branch or division or different corporate
entity such that the successor entity is a continuation of existence, then such
transfer is permitted by this Agreement.

7. CONSPICUOUS LABELS AND MARKINGS: In the event OEM makes copies of TALKSHOW,
each copy made of TALKSHOW shall bear a conspicuous label or other marking
indicating that the material comprising TALKSHOW is the property of FUTURELABS
and may not be used or duplicated except as permitted by this Agreement. OEM
shall include FUTURELABS' standard form license agreement with each copy of
TALKSHOW.

8. PROPRIETARY RIGHTS OF FUTURELABS: OEM agrees that TALKSHOW is proprietary
information of FUTURELABS. OEM shall exercise due diligence to protect and
preserve in confidence all of this proprietary information and shall not
disclose or publish this information or use this information for any purposes
other than for the purposes permitted by this contract.

9. WAIVER AND DISCLAIMER OF WARRANTIES: FUTURELABS makes no warranty of any
kind, express or implied, including without limitation, any warranties of
merchantability and/or fitness for a particular purpose. FUTURELABS shall not be
liable for any damages, whether direct, indirect, special or consequential
arising from a failure of TALKSHOW to operate in the manner desired by OEM. OEM
agrees that the program is not "consumer goods" for the purposes of any Federal
or State warranty laws. FUTURELABS shall not be liable to OEM or to any of its
customers for any damages to data or property which may be caused directly or
indirectly by use of TALKSHOW. OEM waives any implied warranty or the benefit of
any law which implies a warranty inconsistent with this waiver. OEM agrees to
indemnify FUTURELABS against any claim, including legal fees, with regard to any
allegation of breach of such warranties or of any such damage.

10. NON-EXCLUSIVE LICENSE: The license granted by this Agreement is not
exclusive and FUTURELABS reserves the right license this TALKSHOW to other
persons and entities, at the sole discretion of FUTURELABS.

11. REMEDIES FOR TALKSHOW DEFECTS: In the event of any defect in TALKSHOW, OEM
shall notify FUTURELABS in writing as to such defect or defects. FUTURELABS
agrees to make good faith efforts to remedy and correct, without charge, any
failure of TALKSHOW to meet its specifications. FUTURELABS may at its option
refund the purchase price paid by OEM and not have any further liabilities.

12. OWNERSHIP OF COPYRIGHTS: OEM acknowledges that FUTURELABS retains all
ownership and rights to TALKSHOW, including copyrights, in addition to those
rights specifically granted in this Agreement. Furthermore, FUTURELABS shall own
and have those rights, including copyrights, to any modification to TALKShow
which it may develop hereafter.

13. COPYRIGHT NOTICES: In the event OEM makes any copies of TALKSHOW, then any
copy (and all copies) of TALKSHOW shall contain the following copyright notice:

                  TALKSHOW (tm) (C) Copyright 1993-1996, FUTURE LABS, INC.
                  All Rights Reserved

In the event OEM makes a copy of TALKSHOW on a floppy diskette, the label on
said disk shall contain the above notice. In the event any copy of TALKSHOW is
made on any form of electronic media, the visual or screen depiction of TALKSHOW
which is initially displayed shall contain the above notice as a clearly visible
portion thereof.

14. DISTRIBUTION: OEM may distribute TALKSHOW together with its distribution of
the PRODUCT; provided that OEM shall make no separate or additional charge for
TALKSHOW. OEM may also sell stand-alone copies of TALKSHOW directly to its
pre-existing end-users. These copies of TALKSHOW will be accounted for under the
normal licensing fees agreed to in paragraphs 16 and 17 of this Agreement. OEM
agrees to provide all media, manuals, and other supplies needed for
distribution.

15. ADVERTISING: FUTURELABS assigns to OEM a non-exclusive license to utilize
FUTURELABS' trademarks, name, and logo in any advertising or other information
in connection with OEM's distribution of TALKSHOW. However, OEM is required to
provide to FUTURELABS a copy of the mechanical art and copy text of any
advertisement including TALKSHOW prior to publication. Any name or mark of
FUTURELABS' may be used in any literature, promotion, or work only with
FUTURELABS' prior written consent. OEM may only use FUTURELABS' name or mark in
connection with the promotion of TALKSHOW pursuant to this Agreement.

16. LICENSING FEES: In consideration of the rights granted by this Agreement,
OEM agrees to pay FUTURELABS a license fee (royalty) for each copy of TALKShow
that OEM duplicates and distributes. OEM agrees to the following fee structure:

ROYALTY SCHEDULE:
See Exhibit C for current OEM Royalty Schedule. OEM pricing will range from a
75% to 95% discount from suggested list price based on product takedown and
current list price.

NON-REFUNDABLE PREPAID ROYALTY AMOUNT: 25% of first year estimated volume;
minimum $25,000.

Disks and documentation fees are not included in the per copy royalty schedule
for TALKSHOW. At OEM's option, FUTURELABS will provide, at FUTURELABS cost of
goods, diskettes (not to exceed current cost of $1.15 each) and documentation
(not to exceed current cost of $6 per unit for manuals excluding retail box
packaging; $8 per copy including box.)

MINIMUM ORDER REQUIREMENT:  100 units for shipment to one location.

Product shipped to OEM will be the responsibility of the OEM.

MINIMUM FIRST YEAR COMMITMENT:  $100,000

17. PAYMENT TERMS: OEM shall pay FUTURELABS within 30 days of receipt of
TALKSHOW product. In the event that OEM elects to do its own disk and
documentation production, OEM shall pay FUTURELABS within 30 days of receipt of
TALKSHOW serial numbers.

18. WARRANTY OF TITLE: FUTURELABS warrants to OEM that is the owner of TALKSHOW
and that is has full power to grant the right set forth in this Agreement.
FUTURELABS agrees to indemnify OEM against any claim, including legal fees, with
regard to any allegations of breach of such warranties or of violation of such
rights as set forth in Section 23g.

19. TERMS OF AGREEMENT: EXTENSION: This agreement shall become effective for an
initial period that begins on the effective date and expires one year from the
end of the quarter (ending March 31st, June 30th, September 30th or December
31st) during which the effective date occurs. Unless OEM notifies FUTURELABS (or
FUTURELABS notifies OEM) in writing at least 60 days before the expiration date
established in this section that OEM or FUTURELABS does not wish renewal, this
agreement shall be renewed automatically for an additional one year period and
shall continue to be renewed in such a manner from year to year.

20. TERMINATION: OEM may terminate this Agreement and its licenses to reproduce
and distribute TALKSHOW at any time for its convenience on thirty (30) days
written notice to FUTURELABS. FUTURELABS may terminate this Agreement and the
licenses contained in it at any time on thirty (30) days written notice to OEM
if OEM ceases to distribute TALKSHOW or fails to submit a royalty report for a
period of one hundred twenty (120) days or more. No such termination shall
entitle OEM to a refund of any pre-paid or minimum royalties that are paid or
become due prior to the effective date of the termination. Either party may
terminate this Agreement on thirty (30) days' written notice, for material
breach, unless the breach is corrected within the thirty (30) days.

21. ASSIGNABILITY: The rights granted by this Agreement shall inure to the
successors and assigns of both parties; provided however, that the rights
granted to OEM shall apply only to distribution of the PRODUCT and reasonable
modifications of the PRODUCT in the normal course of business.

22. ARBITRATION: If any dispute shall arise under this Agreement and the parties
cannot in good faith resolve such dispute, it shall be resolved in the State of
California, according to the rules of the American Arbitration Association. Any
judgment resulting from such arbitration shall be entitled to enforcement by any
Court of law.

23. MISCELLANEOUS:

a. Damages: Injunctive Relief: OEM agrees that if any unauthorized program copy
is made by OEM of the subject computer program, or if the computer program is
used in violation of this contract, FUTURELABS shall have the right to obtain an
injunction against OEM against the unauthorized copying or use, in addition to
any other rights and remedies to which FUTURELABS may be entitled. In addition
to obtaining such equitable or injunctive relief, FUTURELABS shall be entitled
to recover from OEM all of FUTURELABS reasonable attorney's fees in protecting
FUTURELABS' rights under this Agreement, and any other rights and remedies to
which FUTURELABS is entitled.

b. Construction: If any provision of this contract is alleged to be invalid or
unenforceable, the provision shall be construed to have the broadest
interpretation that would make it valid and enforceable.

c. Entire Agreement: This contract is the entire Agreement between the parties
as to its subject matter, and there are no other contracts, oral or written, as
to that subject matter, express or implied. This contract may be modified only
in a writing signed by the parties hereto.

d. Governing Laws: The validity and interpretation of this contract shall be
governed by the laws of the State of California except for its conflict of law
rules to the extent such rules would apply to the laws of another jurisdiction.
The Federal or State Courts located in the State of California shall have the
jurisdiction to hear any dispute under this contract. Service of process against
OEM may be made by first class mail, sent to OEM at the address set forth above.

e. Notices: Except as set forth in 23d, any notice required by this contract
shall be effective upon its delivery in person, or upon mailing by certified
mail, postage prepaid, to the other party at the address noted above, or at any
other address that shall have been communicated to the other party under this
paragraph.

f. No Waiver: A failure or delay by either party in exercising any right of
power under this Agreement shall not operate as a waiver or a right of that
power.

g. Patents and Copyrights: FUTURELABS will defend any action brought against
OEM, based on any claim that TALKSHOW, when reproduced and distributed as
provided for by this Agreement, infringes any US trademark, secret, copyright or
patent. FUTURELABS will hold harmless and pay any award against OEM based on
such infringement only if OEM notifies FUTURELABS promptly in writing of the
claim and OEM permits FUTURELABS to control the defense and to agree to any
settlement. FUTURELABS shall have no liability if the alleged infringement
arises from the licensing of other than a current unaltered release of TALKSHOW.
If it appears likely that TALKSHOW may be infringing, FUTURELABS may at its
option procure the right for OEM to continue using TALKSHOW or provide OEM with
a similar non-infringing copy at FUTURELABS' expense or return to OEM all fees
paid to FUTURELABS by OEM and terminate this Agreement without further
liability. If FUTURELABS provides a replacement copy, OEM shall be responsible
for locating and destroying any infringing copy and replacing them with the
non-infringing one.

h. Reverse engineering: OEM shall not, and shall not assist others to reverse
engineer, reverse compile, or disassemble, any of the licensed TALKSHOW
Software, or any portion of the foregoing. Notwithstanding the foregoing, OEM
shall notify FUTURELABS if OEM becomes aware of any person or entity attempting
to reverse engineer, reverse compile, or disassemble the licensed TALKSHOW
software, or any portion of the foregoing.

i. Termination of License upon Breach: If OEM breaches this Agreement, in
addition to the remedies specified above, OEM's license to sell/bundle TALKSHOW
software shall terminate immediately. Upon termination of this agreement, except
as expressly provided herein, (i) the rights and licenses granted to OEM
pursuant to this Agreement automatically terminate, and (ii) OEM shall, within
thirty (30) days, ship to FUTURELABS and purge from any system or storage media
all items in its possession proprietary to FUTURELABS, including but not limited
to all copies of the licensed TALKSHOW Software, and (iii) an officer of OEM
shall certify in writing to FUTURELABS that all copies of TALKSHOW,
Documentation and Confidential Information of FUTURELABS have been returned to
FUTURELABS or destroyed.

j. Authority: The undersigned agent of OEM represents and warrants that this
contract represents the duly authorized and lawful obligation of OEM and that
the consents, authorizations and approvals necessary for the validity of this
Agreement have been obtained.

k. Support Services: OEM will provide customer support services directly to its
customers. FUTURELABS will provide technical support services to OEM. FUTURELABS
will provide technical support to OEM for standard licensed TALKSHOW at no
charge. For technical support specific to the OEM's integration of TALKSHOW with
its system, FUTURELABS will provide eight (8) hours at no charge. Thereafter,
such technical support will be made available to OEM at a rate of $150 per hour.

l. Limitation of Liability: OEM ACKNOWLEDGES AND AGREES THAT THE FEES WHICH
FUTURELABS IS CHARGING HEREUNDER DO NOT INCLUDE ANY CONSIDERATION FOR ASSUMPTION
BY FUTURELABS OF THE RISK OF OEM'S CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING
OUT OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. ACCORDINGLY, THE
LIABILITY OF FUTURELABS FOR ANY MATTER INCLUDING, WITHOUT LIMITATION, BREACH OF
ANY WARRANTY, OR ANY OTHER MATTER UNDER THIS AGREEMENT, SHALL IN NO EVENT EXCEED
THE FEES RECEIVED BY FUTURELABS FROM OEM PURSUANT TO THIS AGREEMENT. IN NO EVENT
SHALL FUTURELABS BE LIABLE FOR COSTS OR PROCUREMENT OF SUBSTITUTE GOODS OR
SERVICES, LOSS OF USE, DATA, OR PROFITS, BUSINESS INTERRUPTION, OR ANY SPECIAL
INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR RELIANCE DAMAGES, OR ANY
DAMAGES ARISING OUT OF ANY PERSONAL INJURY, HOWEVER CAUSED AND ON ANY THEORY OF
LIABILITY WHETHER CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR
OTHERWISE), ARISING IN ANY WAY OUT OF THIS AGREEMENT, EVEN IF ADVISED OF THE
POSSIBILITY OF SUCH DAMAGE.

m. Taxes and Assessments: OEM shall indemnify and hold FUTURELABS harmless from
all taxes, assessments, or other governmental impositions of any nature
whatsoever which may levied upon or with respect to the Products by the
government of the Territory or any political subdivision thereof, after their
delivery to OEM or Ultimate User, together with all taxes, assessments, or other
charges imposed by any taxing authority of Territory occasioned by OEM's sales
of the Products in the Territory. FUTURELABS shall indemnify and hold OEM
harmless from all sales taxes of any nature, excepting that import duty,
tariffs, etc., relating to the export of the Products, which are the
responsibility of the OEM, which may levied upon the Products by the government
of the United States.

IN WITNESS WHEREOF, the parties hereby execute this Agreement as of the date set
forth above.

         FUTURELABS, INC.                   RSI Systems, Inc.

         Signed:  /s/ John Chua             Signed:  /s/ Marti Miller

         By:  John Chua                     By:      Marti Miller

         Title:  President                  Title:   VP Engineering



                                    Exhibit C

                              OEM ROYALTY SCHEDULE
                             Effective March 1, 1996


                                                TALKShow v3.1
                                               Standard Version

Unit Volume Consumption over 3 years

Units 1 - 2,000 (.25 x List)                      $ 62 + (A)

Units 2001 - 10,000 (.15 x List)                  $ 37 + (A)

Units 10,001 - 20,000 (.075 x List)               $ 19 + (A)

Units 20,001 + (.05 x List)                       $ 12 + (A)

(A)

1. Above royalties are exclusive of media or manuals. Labeled disks are
available at $1.15 each; manuals are $6 each. Shrinkwrap service is available at
$0.85 each.

2. Minium order: 100 units shipped to one location in one shipment.