**Exhibit 10.5**

**AVISTARCOMMUNICATIONS CORPORATION**

**2000 EMPLOYEESTOCK PURCHASE PLAN**(Asamended effective August 1, 2006)

The following constitute the provisions of the 2000Employee Stock Purchase Plan of Avistar Communications Corporation.

1.             Purpose.  The purpose of the Plan is to provideemployees of the Company and its Designated Subsidiaries with an opportunity topurchase Common Stock of the Company through accumulated payroll deductions. Itis the intention of the Company to have the Plan qualify as an “Employee StockPurchase Plan” under Section 423 of the Internal Revenue Code of 1986, asamended. The provisions of the Plan, accordingly, shall be construed so as toextend and limit participation in a manner consistent with the requirements ofthat section of the Code.

2.             Definitions.

(a)           “Board” shall mean the Boardof Directors of the Company or any committee thereof designated by the Board ofDirectors of the Company in accordance with Section 14 of the Plan.

(b)           “Code” shall mean the InternalRevenue Code of 1986, as amended.

(c)           “Common Stock” shall mean thecommon stock of the Company.

(d)           “Company” shall mean AvistarCommunications Corporation and any Designated Subsidiary of the Company.

(e)           “Compensation” shall mean allcash compensation reportable on Form W-2, including without limitation basestraight time gross earnings, sales commissions, payments for overtime, shiftpremiums, incentive compensation, incentive payments and bonuses, plus anyamounts contributed by the Employee to the Company’s 401(k) Plan fromcompensation paid to the Employee by the Company.

(f)            “Designated Subsidiary” shallmean any Subsidiary that has been designated by the Board from time to time inits sole discretion as eligible to participate in the Plan.

(g)           “Employee” shall mean anyindividual who is an Employee of the Company for tax purposes whose customaryemployment with the Company is at least twenty (20) hours per week and morethan five (5) months in any calendar year. For purposes of the Plan, theemployment relationship shall be treated as continuing intact while theindividual is on sick leave or other leave of absence approved by the Company. Wherethe period of leave exceeds 90 days and the

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individual’s rightto reemployment is not guaranteed either by statute or by contract, theemployment relationship shall be deemed to have terminated on the 91st day ofsuch leave.

(h)           “Enrollment Date” shall meanthe first Trading Day of each Offering Period.

(i)            “Exercise Date” shall meanthe last Trading Day of each Offering Period.

(j)            “Fair Market Value” shallmean, as of any date, the value of Common Stock determined as follows:

(i)            If the Common Stock is listed on anyestablished stock exchange or a national market system, including withoutlimitation the Nasdaq National Market or The Nasdaq SmallCap Market of TheNasdaq Stock Market, its Fair Market Value shall be the closing sales price forsuch stock (or the closing bid, if no sales were reported) as quoted on suchexchange or system for the last market trading day prior to the date ofdetermination, as reported in *The Wall Street Journal*or such other source as the Board deems reliable;

(ii)           If the Common Stock is regularlyquoted by a recognized securities dealer but selling prices are not reported,its Fair Market Value shall be the mean of the closing bid and asked prices forthe Common Stock prior to the date of determination, as reported in *The Wall Street Journal* or such other source as the Boarddeems reliable;

(iii)          In the absence of an established marketfor the Common Stock, the Fair Market Value thereof shall be determined in goodfaith by the Board; or

(iv)          For purposes of the Enrollment Date ofthe first Offering Period under the Plan, the Fair Market Value shall be theinitial price to the public as set forth in the final prospectus includedwithin the registration statement in Form S-1 filed with the Securities andExchange Commission for the initial public offering of the Company’s CommonStock (the “Registration Statement”).

(k)           “Offering Periods” shall meanthe periods of approximately six (6) months during which an option grantedpursuant to the Plan may be exercised, commencing (i) on the first Trading Dayon or after February 1 of each year and terminating on the last Trading Day inthe period ending the following July 31, approximately six (6) months later,and (ii) on the first Trading Day on or after August 1 of each year andterminating on the last Trading Day in the period ending the following January31, approximately six (6) months later. The duration and timing of OfferingPeriods may be changed pursuant to Section 4 of this Plan.

(l)            “Plan” shall mean this 2000Employee Stock Purchase Plan.

(m)          “Purchase Price” shall mean anamount equal to 85% of the Fair Market Value of a share of Common Stock on theEnrollment Date or on the Exercise Date, whichever is lower; provided however,that the Purchase Price may be adjusted by the Board pursuant to Section 20.

(n)           “Reserves” shall mean thenumber of shares of Common Stock covered by each option under the Plan whichhave not yet been exercised and the number of shares of Common Stock which havebeen authorized for issuance under the Plan but not yet placed under option.

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(o)           “Subsidiary” shall mean acorporation, domestic or foreign, of which not less than 50% of the votingshares are held by the Company or a Subsidiary, whether or not such corporationnow exists or is hereafter organized or acquired by the Company or aSubsidiary.

(p)           “Trading Day” shall mean a dayon which national stock exchanges and the Nasdaq System are open for trading.

3.             Eligibility.

(a)           Any Employee (as defined in Section2(g)) who shall be employed by the Company on a given Enrollment Date shall beeligible to participate in the Plan.

(b)           Any provisions of the Plan to thecontrary notwithstanding, no Employee shall be granted an option under the Plan(i) to the extent that, immediately after the grant, such Employee (or anyother person whose stock would be attributed to such Employee pursuant toSection 424(d) of the Code) would own capital stock of the Company and/or holdoutstanding options to purchase such stock possessing five percent (5%) or moreof the total combined voting power or value of all classes of the capital stockof the Company or of any Subsidiary, or (ii) to the extent that his or herrights to purchase stock under all employee stock purchase plans of the Companyand its subsidiaries accrues at a rate which exceeds Twenty-Five ThousandDollars ($25,000) worth of stock (determined at the fair market value of theshares at the time such option is granted) for each calendar year in which suchoption is outstanding at any time.

4.             OfferingPeriods.  The Plan shall beimplemented by consecutive Offering Periods with a new Offering Periodcommencing on the first Trading Day on or after February 1 and August 1 eachyear, or on such other date as the Board shall determine, and continuingthereafter until terminated in accordance with Section 20 hereof. The Boardshall have the power to change the duration of Offering Periods (including thecommencement dates thereof) with respect to future offerings withoutstockholder approval if such change is announced at least five (5) days priorto the scheduled beginning of the first Offering Period to be affected thereafter.

5.             Participation.

An eligible Employee may become a participant in thePlan by completing a subscription agreement authorizing payroll deductions inthe form of Exhibit A to this Plan and filing it with the Company’spayroll office prior to the applicable Enrollment Date. Payroll deductions fora participant shall commence on the first payroll following the Enrollment Dateand shall end on the last payroll in the Offering Period to which suchauthorization is applicable, unless sooner terminated by the participant asprovided in Section 10 hereof.

6.             PayrollDeductions.

At the time a participant files his or hersubscription agreement, he or she shall elect to have payroll deductions madeon each pay day during the Offering Period in an amount not exceeding fifteenpercent (15%) of the Compensation which he or she receives on each pay dayduring the Offering Period.

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All payroll deductions made for a participant shall becredited to his or her account under the Plan and shall be withheld in wholepercentages only. A participant may not make any additional payments into suchaccount.

(a)           A participant may discontinue his orher participation in the Plan as provided in Section 10 hereof, or may increaseor decrease the rate of his or her payroll deductions during the OfferingPeriod by completing or filing with the Company a new subscription agreementauthorizing a change in payroll deduction rate. The Board may, in itsdiscretion, limit the number of participation rate changes during any OfferingPeriod, including allowing such changes only at the beginning of each OfferingPeriod. The change in rate shall be effective with the first full payrollperiod following five (5) business days after the Company’s receipt of thenew subscription agreement unless the Company elects to process a given changein participation more quickly. A participant’s subscription agreement shallremain in effect for successive Offering Periods unless terminated as providedin Section 10 hereof.

(b)           Notwithstanding the foregoing, to theextent necessary to comply with Section 423(b)(8) of the Code and Section 3(b)hereof, a participant’s payroll deductions may be decreased to zero percent(0%) at any time during an Offering Period. Payroll deductions shall recommenceat the rate provided in such participant’s subscription agreement at thebeginning of the first Offering Period which is scheduled to end in thefollowing calendar year, unless terminated by the participant as provided inSection 10 hereof.

(c)           At the time the option is exercised,in whole or in part, or at the time some or all of the Company’s Common Stockissued under the Plan is disposed of, the participant must make adequateprovision for the Company’s federal, state, or other tax withholdingobligations, if any, which arise upon the exercise of the option or thedisposition of the Common Stock. At any time, the Company may, but shall not beobligated to, withhold from the participant’s compensation the amount necessaryfor the Company to meet applicable withholding obligations, including anywithholding required to make available to the Company any tax deductions orbenefits attributable to sale or early disposition of Common Stock by theEmployee.

7.             Grantof Option.  On the Enrollment Date ofeach Offering Period, each eligible Employee participating in such OfferingPeriod shall be granted an option to purchase on each Exercise Date during suchOffering Period (at the applicable Purchase Price) up to a number of shares ofthe Company’s Common Stock determined by dividing such Employee’s payrolldeductions accumulated prior to such Exercise Date and retained in theParticipant’s account as of the Exercise Date by the applicable Offering Price;provided that in no event shall an Employee be permitted to purchase during eachOffering Period more than a number of shares determined by dividing $12,500 bythe Fair Market Value of a share of the Company’s Common Stock (subject to anyadjustment pursuant to Section 19) on the Enrollment Date, and provided furtherthat such purchase shall be subject to the limitations set forth inSections 3(b) and 13 hereof. The Board may, for future Offering Periods,increase or decrease, in its absolute discretion, the maximum number of sharesof the Company’s Common Stock an Employee may purchase during each OfferingPeriod. Exercise of the option shall occur as provided in Section 8hereof, unless the participant has withdrawn pursuant to Section 10hereof. The option shall expire on the last day of the Offering Period.

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8.             Exerciseof Option.

(a)           Unless a participant withdraws fromthe Plan as provided in Section 10 hereof, his or her option for the purchaseof shares shall be exercised automatically on the Exercise Date, and themaximum number of full shares subject to option shall be purchased for suchparticipant at the applicable Purchase Price with the accumulated payrolldeductions in his or her account. No fractional shares shall be purchased; anypayroll deductions accumulated in a participant’s account which are notsufficient to purchase a full share shall be retained in the participant’saccount for the subsequent Offering Period, subject to earlier withdrawal bythe participant as provided in Section 10 hereof. Any other monies left over ina participant’s account after the Exercise Date shall be returned to theparticipant. During a participant’s lifetime, a participant’s option topurchase shares hereunder is exercisable only by him or her.

(b)           If the Board determines that, on agiven Exercise Date, the number of shares with respect to which options are tobe exercised may exceed (i) the number of shares of Common Stock that wereavailable for sale under the Plan on the Enrollment Date of the applicableOffering Period, or (ii) the number of shares available for sale under the Planon such Exercise Date, the Board may in its sole discretion (x) provide thatthe Company shall make a pro rata allocation of the shares of Common Stockavailable for purchase on such Enrollment Date or Exercise Date, as applicable,in as uniform a manner as shall be practicable and as it shall determine in itssole discretion to be equitable among all participants exercising options topurchase Common Stock on such Exercise Date, and continue all Offering Periodsthen in effect, or (y) provide that the Company shall make a pro rataallocation of the shares available for purchase on such Enrollment Date orExercise Date, as applicable, in as uniform a manner as shall be practicableand as it shall determine in its sole discretion to be equitable among all participantsexercising options to purchase Common Stock on such Exercise Date, andterminate any or all Offering Periods then in effect pursuant to Section 20hereof. The Company may make pro rata allocation of the shares available on theEnrollment Date of any applicable Offering Period pursuant to the precedingsentence, notwithstanding any authorization of additional shares for issuanceunder the Plan by the Company’s stockholders subsequent to such EnrollmentDate.

9.             Delivery.  As promptly as practicable after eachExercise Date on which a purchase of shares occurs, the Company shall arrangethe delivery to each participant, as appropriate, of a certificate representingthe shares purchased upon exercise of his or her option.

10.           Withdrawal.

A participant may withdraw all but not less than allthe payroll deductions credited to his or her account and not yet used toexercise his or her option under the Plan at any time by giving written noticeto the Company in the form of Exhibit B to this Plan; provided, however,that in the initial Offering Period, participants may be deemed to withdrawfrom the Plan by declining or failing to send timely payment for the shares. Allof the participant’s payroll deductions credited to his or her account shall bepaid to such participant promptly after receipt of notice of withdrawal andsuch participant’s option for the Offering Period shall be automaticallyterminated, and no further payroll deductions for the purchase of shares shallbe made for such Offering Period. If a participant withdraws from an OfferingPeriod, payroll deductions shall not resume at the beginning of the

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succeeding OfferingPeriod unless the participant delivers to the Company a new subscriptionagreement.

(a)           A participant’s withdrawal from an OfferingPeriod shall not have any effect upon his or her eligibility to participate inany similar plan which may hereafter be adopted by the Company or in succeedingOffering Periods which commence after the termination of the Offering Periodfrom which the participant withdraws.

11.           Terminationof Employment.

Upon a participant’s ceasing to be an Employee, forany reason, he or she shall be deemed to have elected to withdraw from the Planand the payroll deductions credited to such participant’s account during theOffering Period but not yet used to exercise the option shall be returned tosuch participant or, in the case of his or her death, to the person or personsentitled thereto under Section 15 hereof, and such participant’s option shallbe automatically terminated. The preceding sentence notwithstanding, aparticipant who receives payment in lieu of notice of termination of employmentshall be treated as continuing to be an Employee for the participant’scustomary number of hours per week of employment during the period in which theparticipant is subject to such payment in lieu of notice.

12.           Interest.  No interest shall accrue on the payrolldeductions of a participant in the Plan.

13.           Stock.

(a)           Subject to adjustment upon changes incapitalization of the Company as provided in Section 19 hereof, the maximumnumber of shares of the Company’s Common Stock which shall be made availablefor sale under the Plan shall be 1,500,000 shares together with an annualincrease to the number of shares reserved for issuance thereunder on the firstday of the Company’s fiscal year beginning in January 1, 2001, equal to thelesser of (i) 900,000 shares, (ii) 3.0% of the outstanding shares ofthe Company on the last day of the prior fiscal year or (iii) such amountas determined by the Board.

(b)           The participant shall have nointerest or voting right in shares covered by his option until such option hasbeen exercised.

(c)           Shares to be delivered to aparticipant under the Plan shall be registered in the name of the participantor in the name of the participant and his or her spouse.

14.           Administration.  The Plan shall be administered by the Boardor a committee of members of the Board appointed by the Board. The Board or itscommittee shall have full and exclusive discretionary authority to construe,interpret and apply the terms of the Plan, to determine eligibility and toadjudicate all disputed claims filed under the Plan. Every finding, decisionand determination made by the Board or its committee shall, to the full extentpermitted by law, be final and binding upon all parties.

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15.           Designationof Beneficiary.

(a)           A participant may file a writtendesignation of a beneficiary who is to receive any shares and cash, if any,from the participant’s account under the Plan in the event of such participant’sdeath subsequent to an Exercise Date on which the option is exercised but priorto delivery to such participant of such shares and cash. In addition, aparticipant may file a written designation of a beneficiary who is to receiveany cash from the participant’s account under the Plan in the event of suchparticipant’s death prior to exercise of the option. If a participant ismarried and the designated beneficiary is not the spouse, spousal consent shallbe required for such designation to be effective.

(b)           Such designation of beneficiary maybe changed by the participant at any time by written notice. In the event ofthe death of a participant and in the absence of a beneficiary validlydesignated under the Plan who is living at the time of such participant’sdeath, the Company shall deliver such shares and/or cash to the executor oradministrator of the estate of the participant, or if no such executor oradministrator has been appointed (to the knowledge of the Company), theCompany, in its discretion, may deliver such shares and/or cash to the spouseor to any one or more dependents or relatives of the participant, or if nospouse, dependent or relative is known to the Company, then to such otherperson as the Company may designate.

16.           Transferability.  Neither payroll deductions credited to aparticipant’s account nor any rights with regard to the exercise of an optionor to receive shares under the Plan may be assigned, transferred, pledged orotherwise disposed of in any way (other than by will, the laws of descent anddistribution or as provided in Section 15 hereof) by the participant. Anysuch attempt at assignment, transfer, pledge or other disposition shall bewithout effect, except that the Company may treat such act as an election towithdraw funds from an Offering Period in accordance with Section 10hereof.

17.           Useof Funds.  All payroll deductionsreceived or held by the Company under the Plan may be used by the Company forany corporate purpose, and the Company shall not be obligated to segregate suchpayroll deductions.

18.           Reports.  Individual accounts shall be maintained foreach participant in the Plan. Statements of account shall be given toparticipating Employees at least annually, which statements shall set forth theamounts of payroll deductions, the Purchase Price, the number of sharespurchased and the remaining cash balance, if any.

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19.           Adjustmentsupon Changes in Capitalization, Dissolution, Liquidation, Merger or Asset Sale.

(a)           Changes in Capitalization.  Subject to any required action by thestockholders of the Company, the Reserves, the maximum number of shares eachparticipant may purchase each Offering Period (pursuant to Section 7), aswell as the price per share and the number of shares of Common Stock covered byeach option under the Plan which has not yet been exercised shall beproportionately adjusted for any increase or decrease in the number of issuedshares of Common Stock resulting from a stock split, reverse stock split, stockdividend, combination or reclassification of the Common Stock, or any otherincrease or decrease in the number of shares of Common Stock effected withoutreceipt of consideration by the Company; provided, however, that conversion ofany convertible securities of the Company shall not be deemed to have been “effectedwithout receipt of consideration.” Such adjustment shall be made by the Board,whose determination in that respect shall be final, binding and conclusive. Exceptas expressly provided herein, no issuance by the Company of shares of stock ofany class, or securities convertible into shares of stock of any class, shallaffect, and no adjustment by reason thereof shall be made with respect to, thenumber or price of shares of Common Stock subject to an option.

(b)           Dissolution or Liquidation.  In the event of the proposed dissolution orliquidation of the Company, the Offering Period then in progress shall beshortened by setting a new Exercise Date (the “New Exercise Date”), and shallterminate immediately prior to the consummation of such proposed dissolution orliquidation, unless provided otherwise by the Board. The New Exercise Dateshall be before the date of the Company’s proposed dissolution or liquidation. TheBoard shall notify each participant in writing, at least ten (10) businessdays prior to the New Exercise Date, that the Exercise Date for the participant’soption has been changed to the New Exercise Date and that the participant’soption shall be exercised automatically on the New Exercise Date, unless priorto such date the participant has withdrawn from the Offering Period as providedin Section 10 hereof.

(c)           Merger or Asset Sale.  In the event of a proposed sale of all orsubstantially all of the assets of the Company, or the merger of the Companywith or into another corporation, each outstanding option shall be assumed oran equivalent option substituted by the successor corporation or a Parent orSubsidiary of the successor corporation. In the event that the successorcorporation refuses to assume or substitute for the option, any OfferingPeriods then in progress shall be shortened by setting a new Exercise Date (the“New Exercise Date”) and any such Offering Periods then in progress shall endon the New Exercise Date. The New Exercise Date shall be before the date of theCompany’s proposed sale or merger. The Board shall notify each participant inwriting, at least ten (10) business days prior to the New Exercise Date, thatthe Exercise Date for the participant’s option has been changed to the NewExercise Date and that the participant’s option shall be exercisedautomatically on the New Exercise Date, unless prior to such date theparticipant has withdrawn from the Offering Period as provided in Section 10hereof.

20.           Amendmentor Termination.

(a)           The Board of Directors of the Companymay at any time and for any reason terminate or amend the Plan, including thetermination of any Offering Period then outstanding. Except as provided inSection 19 hereof, no such termination can affect options previouslygranted, provided that an Offering Period may be terminated by the Board ofDirectors on any Exercise Date

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if the Boarddetermines that the termination of the Offering Period or the Plan is in thebest interests of the Company and its stockholders. Except as provided inSection 19 and this Section 20 hereof, no amendment may make anychange in any option theretofore granted which adversely affects the rights ofany participant. To the extent necessary to comply with Section 423 of theCode (or any successor rule or provision or any other applicable law,regulation or stock exchange rule), the Company shall obtain stockholderapproval in such a manner and to such a degree as required.

(b)           Without stockholder consent andwithout regard to whether any participant rights may be considered to have been“adversely affected,” the Board (or its committee) shall be entitled to changethe Offering Periods, limit the frequency and/or number of changes in theamount withheld during an Offering Period, establish the exchange ratioapplicable to amounts withheld in a currency other than U.S. dollars, permitpayroll withholding in excess of the amount designated by a participant inorder to adjust for delays or mistakes in the Company’s processing of properlycompleted withholding elections, establish reasonable waiting and adjustmentperiods and/or accounting and crediting procedures to ensure that amountsapplied toward the purchase of Common Stock for each participant properlycorrespond with amounts withheld from the participant’s Compensation, andestablish such other limitations or procedures as the Board (or its committee)determines in its sole discretion advisable which are consistent with the Plan.

(c)           In the event the Board determinesthat the ongoing operation of the Plan may result in unfavorable financial accountingconsequences, the Board may, in its discretion and, to the extent necessary ordesirable, modify or amend the Plan to reduce or eliminate such accountingconsequence including, but not limited to:

(i)            altering the Purchase Price for anyOffering Period including an Offering Period underway at the time of the changein Purchase Price;

(ii)           shortening any Offering Period sothat Offering Period ends on a new Exercise Date, including an Offering Periodunderway at the time of the Board action; and

(iii)          allocating shares.

Such modifications or amendments shall not requirestockholder approval or the consent of any Plan participants.

21.           Notices.  All notices or other communications by aparticipant to the Company under or in connection with the Plan shall be deemedto have been duly given when received in the form specified by the Company atthe location, or by the person, designated by the Company for the receiptthereof.

22.           ConditionsUpon Issuance of Shares.  Sharesshall not be issued with respect to an option unless the exercise of suchoption and the issuance and delivery of such shares pursuant thereto shallcomply with all applicable provisions of law, domestic or foreign, including,without limitation, the Securities Act of 1933, as amended, the SecuritiesExchange Act of 1934, as amended, the rules and regulations promulgatedthereunder, and the requirements of any stock exchange upon which the sharesmay then be listed, and shall be further subject to the approval of counsel forthe Company with respect to such compliance.

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As a condition to the exercise of an option, theCompany may require the person exercising such option to represent and warrantat the time of any such exercise that the shares are being purchased only forinvestment and without any present intention to sell or distribute such sharesif, in the opinion of counsel for the Company, such a representation isrequired by any of the aforementioned applicable provisions of law.

23.           Termof Plan.  The Plan shall becomeeffective upon the earlier to occur of its adoption by the Board of Directorsor its approval by the stockholders of the Company; provided, however, the Planshall not become effective until the effective date of the Company’s initialpublic offering pursuant to a registration statement filed with the Securitiesand Exchange Commission. It shall continue in effect for a term of ten (10)years unless sooner terminated under Section 20 hereof.

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**EXHIBIT A**

**AVISTARCOMMUNICATIONS CORPORATION**

**2000 EMPLOYEESTOCK PURCHASE PLAN**

**SUBSCRIPTIONAGREEMENT**
|        | Original Application             | Enrollment Date: |   |
|--------|----------------------------------|------------------|--------|
|   | Change in Payroll Deduction Rate |             |   |
|   | Change of Beneficiary(ies)       |             |   |

 

1.                                                                               hereby elects to participate in the Avistar Communications Corporation EmployeeStock Purchase Plan (the “Employee Stock Purchase Plan”) and subscribes topurchase shares of the Company’s Common Stock in accordance with this SubscriptionAgreement and the Employee Stock Purchase Plan.

2.                                       Ihereby authorize payroll deductions from each paycheck in the amount of         %of my Compensation on each payday during the Offering Period in accordance withthe Employee Stock Purchase Plan. (Please note that the percentage withholdingmust be between 1% and 15% and that no fractional percentages are permitted.)

3.                                       Iunderstand that said payroll deductions shall be accumulated for the purchaseof shares of Common Stock at the applicable Purchase Price determined inaccordance with the Employee Stock Purchase Plan. I understand that if I do notwithdraw from an Offering Period, any accumulated payroll deductions will beused to automatically exercise my option.

4.                                       Ihave received a copy of the complete Employee Stock Purchase Plan. I understandthat my participation in the Employee Stock Purchase Plan is in all respectssubject to the terms of the Plan. I understand that my ability to exercise theoption under this Subscription Agreement is subject to stockholder approval ofthe Employee Stock Purchase Plan.

5.                                       Sharespurchased for me under the Employee Stock Purchase Plan should be issued in thename(s) of (Employee or Employee and Spouse only):                                                  .

6.                                       Iunderstand that if I dispose of any shares received by me pursuant to the Planwithin 2 years after the Enrollment Date (the first day of the Offering Periodduring which I purchased such shares) or one year after the Exercise Date, Iwill be treated for federal income tax purposes as having received ordinaryincome at the time of such disposition in an amount equal to the excess of thefair market value of the shares at the time such shares were purchased by meover the price which I paid for the shares. I hereby agree to notify theCompany in writing within 30 days after the date of any disposition of myshares and I will make adequate provision for Federal, state or other taxwithholding obligations, if any, which arise upon the

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disposition of theCommon Stock. The Company may, but will not be obligated to,withhold from my compensation the amount necessary to meet any applicablewithholding obligation including any withholding necessary to make available tothe Company any tax deductions or benefits attributable to sale or earlydisposition of Common Stock by me. If I dispose of such shares at any timeafter the expiration of the 2-year and 1-year holding periods, I understandthat I will be treated for federal income tax purposes as having receivedincome only at the time of such disposition, and that such income will be taxedas ordinary income only to the extent of an amount equal to the lesser of (1)the excess of the fair market value of the shares at the time of suchdisposition over the purchase price which I paid for the shares, or (2) 15% ofthe fair market value of the shares on the first day of the Offering Period. Theremainder of the gain, if any, recognized on such disposition will be taxed ascapital gain.

7.                                       Ihereby agree to be bound by the terms of the Employee Stock Purchase Plan.  The effectiveness of this SubscriptionAgreement is dependent upon my eligibility to participate in the Employee StockPurchase Plan.

8.                                       Inthe event of my death, I hereby designate the following as my beneficiary(ies)to receive all payments and shares due me under the Employee Stock PurchasePlan:
| NAME:  | (Please print) |    |     |   |
|--------|----------------|---------|----------|--------|
|   |           | (First) | (Middle) | (Last) |

 
| Relationship |   |   |      |
|--------------|--------|--------|-----------|
|         |   |   |      |
|         |   |   |      |
|         |   |   | (Address) |

 
| Employee’s  Social Security Number: |   |   |
|------------------------------------------|--------|--------|
| Employee’s Address:                 |   |   |
|                                     |   |   |
|                                     |   |   |
|                                     |   |   |

 

I UNDERSTAND THAT THIS SUBSCRIPTION AGREEMENT SHALLREMAIN IN EFFECT THROUGHOUT SUCCESSIVE OFFERING PERIODS UNLESS TERMINATED BYME.
| Dated: |   |   |                                                        |
|--------|--------|--------|-------------------------------------------------------------|
|   |   |   | Signature of Employee                                       |
|   |   |   |                                                        |
|   |   |   |                                                        |
|   |   |   | Spouse’s Signature (If beneficiary other than  spouse) |

 

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**EXHIBIT B**

**AVISTARCOMMUNICATIONS CORPORATION**

**2000 EMPLOYEESTOCK PURCHASE PLAN**

**NOTICE OFWITHDRAWAL**

The undersigned participant in the Offering Period ofthe Avistar Communications Corporation Employee Stock Purchase Plan which beganon                      ,           (the “EnrollmentDate”) hereby notifies the Company that he or she hereby withdraws from theOffering Period. He or she hereby directs the Company to pay to the undersignedas promptly as practicable all the payroll deductions credited to his or heraccount with respect to such Offering Period. The undersigned understands andagrees that his or her option for such Offering Period will be automaticallyterminated. The undersigned understands further that no further payrolldeductions will be made for the purchase of shares in the current OfferingPeriod and the undersigned shall be eligible to participate in succeedingOffering Periods only by delivering to the Company a new SubscriptionAgreement.
|        | Name and Address of Participant: |
|--------|----------------------------------|
|   |                             |
|   |                             |
|   |                             |
|   |                             |
|   |                             |
|   |                             |
|   |                             |
|   |                             |
|   |                             |
|   | Signature:                       |
|   |                             |
|   |                             |
|   |                             |
|   | Date:                            |   |

 

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