<PAGE>


            M A S T E R   P U R C H A S E   A G R E E M E N T

                                 BETWEEN

                            NEC CORPORATION

                                  and

                        ACTIVE VOICE CORPORATION

<PAGE>

                              TABLE OF CONTENTS

<TABLE>
<S>                                                                 <C>
1.  MPA CONSTRUCTION AND USE........................................ 2

2.  PRODUCTS AND DEVELOPMENT........................................ 3

3.  LICENSES........................................................ 6

4.  LICENSE RESTRICTIONS............................................ 8

5.  OWNERSHIP....................................................... 9

6.  PRICING AND COMPENSATION........................................10

7.  REPORTS AND PAYMENTS............................................11

8.  NECAM APPOINTMENT AS RELATIONSHIP MANAGER.......................13

9.  TERM AND TERMINATION............................................13

10. CONFIDENTIALITY.................................................14

11. WARRANTIES......................................................15

12. INDEMNIFICATION AND LIMITATION OF LIABILITY.....................17

13. DISPUTE RESOLUTION AND ARBITRATION..............................19

14. ADDITIONAL TERMS................................................19
</TABLE>

EXHIBITS  A  DEFINITIONS
          B  SPECIFIC PRODUCT ADDENDA
          C  GENERAL DEVELOPMENT PROVISIONS
          D  SUPPORT PLANS
          E  TRAINING PROGRAMS
          F  MINIMUM END USER TERMS
          G  INDEMNIFIED COUNTRIES
          H  AFFILIATE ENROLLMENT
          I  TRADE SECRET TRANSMITTAL FOR AAINFO
<PAGE>

                          MASTER PURCHASE AGREEMENT


This Master Purchase Agreement (the "Agreement") is made as of the 5th day of
May, 1999 ("Effective Date"), by and between:

      ACTIVE VOICE CORPORATION, a Washington corporation, having its
      principal place of business at 2901 Third Avenue, Seattle, Washington,
      98121 ("Active Voice"), and

      NEC CORPORATION, a Japanese corporation with its registered offices at
      7-1, Shiba-Chome, Minato-ku, Tokyo, 108-01 Japan ("NEC").

      Each entity shall hereafter be referred to as a "Party" and jointly as
      the "Parties."


                                  RECITALS

      I.   Active Voice develops, manufactures and distributes certain
           software and hardware communications products in the voicemail and
           computer telephony market segments.

      II.  NEC develops, manufactures and distributes certain personal and
           business communications products, including products in the
           voicemail and computer telephony market segments.

      III. Active Voice and NEC have entered previously into the following
           agreements and amendments thereto:

           A.  NEC/J REPLAY AGREEMENT:  Agreement Between Active Voice and
               NEC, between Active Voice and NEC Corporation, dated July 27,
               1993.

           B.  NEC/J PHONEMAX AGREEMENT:  License and Development Agreement,
               between Active Voice and NEC Corporation, dated March 1, 1996.

                  (1)  JANUARY 16, 1998, Amendment to License and Development
                Agreement.

           C.  NEC/J AD-8 AGREEMENT: Agreement, between Active Voice and NEC
               Corporation, dated February 3, 1998; amended as follows:

                   (1)  FEBRUARY 18, 1998, amendment.

           D.  NEC/AUSTRALIA AD-8 AGREEMENT:  Agreement, between Active Voice
               and NEC Pty. Ltd., dated November 24, 1998.

           E.  NECAM AGREEMENT:  Original Equipment Manufacturer Purchase
               Agreement, between Active Voice and NEC America, Inc., dated
               November 23, 1994; amended as follows:

                   (1)  AUGUST 31, 1995, amendment to include additional
                        modifications to the computer program designated by
                        Active Voice as Replay Plus for the NEAX-Registered
                        Trademark-2000 IVS, NEAX-Registered Trademark-2400 IMS
                        (ICS). and Electra Professional ICTS;

                   (2)  FEBRUARY 9, 1996, amendment to include private
                        labeled computer program products designated by Active
                        Voice as PhoneMax;

                   (3)  JULY 1, 1996, amendment, to expand territories,
                        establish site license pricing and change the renewal
                        notice period;

                   (4)  JULY 9, 1996, amendment, to include the Active Voice
                        In-Switch Voice Mail product;

                   (5)  AUGUST 7, 1997, amendment to include as to the Active
                        Voice In-Switch Voice mail product for the NEC Electra
                        Professional switch;


                                       -1-
<PAGE>


                   (6)  DECEMBER 23, 1997, amendment to include the Phone Max
                        private labeled product;

                   (7)  FEBRUARY 24, 1998, amendment to include a Product
                        Discontinuation Notice period and the NEAXMAIL AD-8
                        product;

                   (8)  APRIL 20, 1998, amendment to include the NEC
                        Lingo-TM- voice messaging system;

                   (9)  JUNE 15, 1998, amendment to include the Active voice
                        NEAXMAIL-TM- AD-40 product;

                  (10)  SEPTEMBER 4, 1998, amendment to include the Active
                        Voice Electra Mail CTI voice messaging system; and,

                  (11)  SEPTEMBER 30, 1998, amendment to include Electra
                        Elite VMS InMail.


ACCORDINGLY, the Parties now desire to supersede the previous agreements and
amendments thereto by entering into this Master Purchase Agreement and
establishing a common structure and library of provisions for future product
agreements.


                                   AGREEMENT

1.   MPA CONSTRUCTION AND USE:

     1.1  OVERVIEW:  This Agreement is comprised of the main body of this
          Agreement, the Exhibits, and any subsequent addenda, amendments or
          attachments thereto.

     1.2  MAIN BODY OF THE AGREEMENT:  The main body of this Agreement
          includes the terms and provisions which are capable of being
          standardized or elected from across product lines. In certain
          sections, (e.g., licenses, warranties, invoices and payments), the
          main body of the Agreement includes alternate provisions which may
          be selected from and designated as the selection in Specific
          Product Addenda ("SPA"), discussed further in Section 1.4 below.

     1.3  DEFINITIONS:  Definitions are included in Exhibit A. If any SPA
          sets forth a definition that differs from the definition given in
          Exhibit A, the SPA definition shall govern for that SPA only and
          not as to the Master Purchase Agreement or any other SPA or Exhibit
          unless otherwise specifically stated.

     1.4  SPAS:  Each Active Voice product licensed and/or provided under
          this Agreement, including the terms specifically pertinent thereto,
          shall be set forth in a SPA. SPAs shall be effective upon mutual
          execution and included as Addenda to Exhibit B. The face page of
          Exhibit B shall list each valid SPA, and shall be updated to
          reflect each new or discontinued SPA. Unless otherwise stated, the
          term of each SPA shall be assumed to be five (5) years from the
          Effective Date of such SPA. The MPA may not expire during the valid
          term of any SPA and shall be deemed extended by the Parties for the
          full duration of the last valid SPA. The Parties, however, may
          terminate the MPA for breach, under the provisions of Section 9
          below, and any termination of the MPA for breach shall constitute
          termination of each SPA under the MPA. Unless otherwise stated in a
          SPA, Active Voice shall not have the ability to terminate a SPA
          without cause prior to expiration of such SPA; however, if Active
          Voice discontinues the product that is the subject of the SPA, then
          the provisions governing Product Discontinuance in Section 2.6
          below shall apply. Each SPA shall include any product-specific
          terms, including but not limited to Statements of Work, variations
          in licensing terms and conditions, royalty schedules, pricing,
          support plans and/or training programs.

                                       -2-
<PAGE>

      1.5    AFFILIATES:  This Agreement is initially executed by NEC. In the
             event a NEC Affiliate desires and the Parties agree to have such
             NEC Affiliate sign up as a direct Party to this Agreement, the
             Parties shall amend this Agreement to add such NEC Affiliate via
             an Enrollment Agreement, the form of which is attached as
             Exhibit H. In addition, the face page of Exhibit H shall list
             each NEC Affiliate that is enrolled as a Party to this
             Agreement. For NEC Affiliates which are not enrolled as direct
             Parties to this Agreement, the following provisions shall apply:

             (a)    ORDERING:  NEC Affiliates which are not direct Parties to
                    this Agreement shall place orders for Active Voice
                    products through NEC or Enrolled Affiliates.

             (b)    DISTRIBUTOR TERMS:  NEC Affiliates placing orders through
                    NEC or Enrolled Affiliates shall be deemed and treated as
                    NEC Distributors.

2.    PRODUCTS AND DEVELOPMENT:  The Parties agree to the following with
      regard to products and development:

      2.1    LICENSED SOFTWARE:  Active Voice shall deliver the Licensed
             Software to NEC in accordance with the provisions of the SPA
             governing the Licensed Software. In addition, the following
             provisions shall apply to New Releases, Maintenance Releases,
             additional features and compatibility:

             (a)    NEW RELEASES:

                    (i)    PROVISION OF NEW RELEASES:  During the Term of the
                           Agreement, Active Voice agrees to offer New
                           Releases to NEC under mutually-agreeable terms and
                           conditions if Active Voice, in its sole
                           discretion, creates a New Release and makes such
                           New Releases publicly available to its customers
                           on a general basis.

                    (ii)   INCORPORATION OF NEW RELEASES:  If Active Voice
                           provides NEC with a New Release, NEC agrees to use
                           reasonable efforts to adopt such New Release in
                           NEC's next release of the applicable NEC Product,
                           and to cease shipping the previous release.

             (b)    MAINTENANCE RELEASES:

                    (i)    PROVISION OF MAINTENANCE RELEASES:  During the
                           Term of the Agreement, Active Voice agrees to
                           provide Maintenance Releases to NEC if Active
                           Voice, in its sole discretion, creates a
                           Maintenance Release and makes such Maintenance
                           Release publicly available to its customers on a
                           general basis.

                    (ii)   INCORPORATION OF MAINTENANCE RELEASES:  If Active
                           Voice provides NEC with a Maintenance Release, NEC
                           agrees to include such Maintenance Release in
                           NEC's next release of the NEC Products, and to
                           thereupon cease shipping the previous release. If,
                           however, Active Voice notifies NEC that continued
                           shipment of the prior release of the Licensed
                           Software might create liability for infringement
                           or breach of warranty, might result in loss of
                           customer goodwill, then NEC shall integrate such
                           Maintenance Release into its current applicable
                           NEC Product within ninety (90) days or within a
                           shorter period if possible to remedy potential
                           infringement, bugs or errors in the software or to
                           avoid claims for indemnification.

             (c)    ADDITIONAL FEATURES:  The Parties shall negotiate in good
                    faith regarding the Specifications, terms and conditions
                    for prospective New or Maintenance Releases. Any request
                    for an additional feature not adopted by Active Voice may

                                      -3-
<PAGE>

                    be proposed by NEC to become the subject of a Statement
                    of Work. The Parties shall negotiate in good faith with
                    respect to the Statement of Work.

             (d)    COMPATIBILITY:  Active Voice shall use its Best Efforts
                    to design new Releases and Maintenance Releases to be
                    compatible with previous versions of the general release
                    versions of the Licensed Software. The Parties, however,
                    recognize that any development unique or specific to NEC
                    might negatively impact the possibility of compatibility
                    between the Licensed Software and any New Releases or
                    Maintenance Releases. Accordingly, provided that Active
                    Voice has a valid business or engineering purpose for
                    taking a particular product or design path, the taking of
                    such alternate path shall not constitute a failure by
                    Active Voice to meet its obligations hereunder. In
                    addition, if Active Voice makes any New Release or
                    Maintenance Release available to NEC and NEC does not
                    adopt such New Release or Maintenance Release, the
                    Parties acknowledge that such non-adoption is likely
                    to negatively impact the possibility of future
                    compatibility. Finally, if any additional work is
                    required to attain compatibility between any NEC
                    Product and any New Release or Maintenance Release,
                    the Parties may mutually agree on a Statement of Work
                    for such project.

      2.2    ACTIVE VOICE HARDWARE PRODUCTS:

             (a)    ORDERING AND FULFILLMENT:  Active Voice will use its Best
                    Efforts to fill NEC's Active Voice Hardware Product
                    orders promptly, but the Parties agree that Active Voice
                    shall not be responsible for late delivery resulting
                    from: (i) any cause beyond its reasonable control, (ii)
                    production allocations of its vendors, or (iii) the
                    inability of its vendors to supply Active Voice. Active
                    Voice reserves the right to allocate its production
                    and/or inventory in any manner it chooses. However, in
                    the event of product shortages, Active Voice will use its
                    Best Efforts to fill NEC's orders.

             (b)    PURCHASE ORDERS:  NEC will submit in writing firm
                    purchase orders for all Active Voice Hardware Products.
                    Such orders shall be subject to the provisions of this
                    Agreement. Any provision of a purchase order inconsistent
                    with this Agreement shall be null and void. Active Voice
                    shall use its Best Efforts to accept any NEC forecasts
                    and purchase orders; however, based on the considerations
                    set forth in Section 2.2(a)(i)-(iii) above, Active Voice
                    shall have the right to reject any NEC forecasts and
                    purchase orders. If an order is rejected, Active Voice
                    will provide notification to NEC within three (3)
                    business days or receipt. If Active Voice fails to issue
                    the notice of rejection within such three (3) day period,
                    NEC's purchase order shall be deemed to have been
                    accepted by Active Voice on the last day of such three
                    (3) day period.

             (c)    SHIPMENT:  Active Voice Hardware Product shipment will be
                    made F.O.B. ACTIVE VOICE plant, with risk of loss or
                    damage passing to NEC on delivery to common carrier at
                    F.O.B. point. Shipments will be made at a "declared
                    value" equal to the invoice price of the Active Voice
                    Hardware Product shipped. In the absence of specific
                    routing instructions, Active Voice may select the common
                    carrier and method of shipment.

             (d)    ACCEPTANCE:  NEC, its Distributors or its End User
                    customers shall inspect the Active Voice Hardware
                    Products within a reasonable time upon receipt from
                    Active Voice, and shall: (i) within thirty (30) calendar
                    days of such receipt give written notice to Active Voice
                    of any claim for shortages; and (ii) within sixty (60)
                    calendar days of such delivery give written notice to
                    Active Voice of a claim for shortages or a claim that the
                    Active Voice Hardware Products, do not substantially
                    conform to the applicable Specifications for such Active
                    Voice Hardware Products, NEC shall ship, at NEC's cost,
                    any non-conforming product to Active Voice. As NEC's sole
                    and exclusive remedy for non-acceptance, Active

                                      -4-
<PAGE>

               Voice shall promptly replace any nonconforming Active Voice
               Hardware and shall pay the shipping cost to NEC for the
               replacement product.

     2.3  THIRD PARTY HARDWARE: With respect to any Third Party Hardware, the
          Parties shall determine terms for ordering, shipment and other
          terms on a case-by-case basis in the SPA for such Third Party
          Hardware. Unless otherwise agreed to in a SPA, NEC shall pursue its
          remedies for product defects, nonconformity, warranties and other
          bases for liability directly and exclusively against the Third
          Party Hardware supplier and not Active Voice.

     2.4  NEW PRODUCTS

          (a)  NEW PRODUCTS: If Active Voice, in its sole discretion,
               creates any New Product, Active Voice shall offer such New
               Product to NEC on MFB Terms.

     2.5  PRODUCT CONTROL: Active Voice may modify the Licensed Software,
          Third Party Software, Active Voice Hardware and/or Third Party
          Hardware under a SPA in its sole discretion. If NEC does not accept
          such modification the Parties shall terminate the SPA for that
          product and such termination shall be NEC's sole and exclusive
          remedy with respect to such SPA. A modified product shall supersede
          the prior version of that product and the prior version shall not be
          deemed discontinued if the modified version utilizes a significant
          portion of the common core technology utilized in such prior
          version.

     2.6  PRODUCT DISCONTINUANCE:

          (a)  DEFINITION: Product Discontinuance for the Licensed Software
               shall be evidenced by proof that any of the following
               conditions has occurred: (i) Active Voice has terminated or
               reassigned the employment of substantially all of the
               personnel involved with the product alleged to be discontinued
               and such termination or reassignment has resulted in Active
               Voice's inability to provide product support; (ii) Active
               Voice refuses to respond to support requests in violation of
               the support agreement; and (iii) Active Voice has terminated
               its continuing ability to manufacture and ship the product
               alleged to be discontinued, as evidenced by termination
               without plans for replacement of the key vendor relationships
               necessary to supply such product.

               (i)   EXCEPTIONS: Notwithstanding anything to the contrary in
                     2.6(a) above, Product Discontinuance shall not be deemed
                     to have occurred if:

                     (1)  Active Voice ceases to make, ship, provide or
                          license any product for any reason that relates to
                          any third party product or supplier of software or
                          hardware included in the product, (e.g., availability,
                          quality, reliability, support, price, liability),
                          provided that Active Voice shall use its Best Efforts
                          to find a comparable replacement for such third party
                          product or supplier; or

                     (2)  Active Voice has replaced such product with another
                          product that uses a significant portion of common
                          core technology belonging to the product alleged to
                          be discontinued.

          (b)  CONSEQUENCE: If, under Sections 2.6(a) above, Product
               Discontinuance has occurred within three (3) years of the
               Effective Date of the SPA for that product, then the following
               provisions shall apply:

               (i)   LICENSED SOFTWARE: Active Voice shall refund any NRE
                     paid by NEC to Active Voice singularly attributable to
                     the discontinued item of Licensed Software.

               (ii)  ACTIVE VOICE HARDWARE: Active Voice shall refund any NRE
                     paid by NEC to Active Voice for hardware qualification
                     costs or engineering costs singularly attributable to
                     the discontinued item of Active Voice Hardware.


                                      -5-
<PAGE>

          (c)  NOTICE: Even if Active Voice's cessation of making, shipping,
               providing or licensing a product does not constitute Product
               Discontinuance under this Section, Active Voice shall use its
               Best Efforts to provide NEC with the following advance written
               notice:

               (i)   Licensed Software: Advance notice of one hundred and
                     twenty (120) days.

               (ii)  Active Voice Hardware, Third Party Software and Third
                     Party Hardware: Notice upon Active Voice's receipt of
                     notification from any third party supplier that the
                     product will no longer be provided, or sixty (60) days,
                     if possible.

     2.7  THIRD PARTY SOFTWARE AND THIRD PARTY HARDWARE:

          (a)  SCOPE AND BASIC TERMS: Each SPA shall include a list of Third
               Party Software and Third Party Hardware, if any, that Active
               Voice anticipates will be shipped with the Licensed Software
               or Active Voice Hardware. Active Voice may change such list in
               its sole discretion at any time, provided that such change
               does not diminish the functionality, reliability, or operation
               of such product, except where no comparable replacement
               product is available and Active Voice has used its Best
               Efforts to find such comparable replacement product.

          (a)  LICENSING OF THIRD PARTY SOFTWARE AND THIRD PARTY HARDWARE:
               According to the Parties' mutual agreement, Third Party
               Software and Third Party Hardware shall be either sublicensed
               through Active Voice to NEC under this Agreement or licensed
               to NEC directly by the Third Party Software or Third Party
               Hardware supplier in accordance with the Third Party
               Documentation. If any Third Party Software or Third Party
               Hardware supplier desires to conduct a compliance audit, NEC
               shall cooperate with Active Voice in connection therewith.

          (b)  PRICING FOR THIRD PARTY SOFTWARE AND THIRD PARTY HARDWARE:
               Pricing, if any, for Third Party Software and Third Party
               Hardware shall be in accordance with the schedule or price
               list for a SPA, or in accordance with the licensing agreement
               directly between NEC and the Third Party Software or Third
               Party Hardware supplier.

     2.8  DEVELOPMENT OF MODIFIED SOFTWARE: If NEC desires development work
          in connection with the Licensed Software, the Parties shall discuss
          the goals and Specifications of such work and attempt to negotiate
          in good faith mutually agreeable terms and conditions for the
          development of any Modified Software. If the Parties reach
          agreement on terms for the development, such terms shall be set
          forth in a Statement of Work, included in or as an attachment to
          the applicable SPA. Any such Statement of Work shall be governed by
          this Agreement and the development provisions set forth in Exhibit
          C, attached hereto. In addition, any Statement of Work shall
          contain, at minimum, the following provisions: Specifications,
          development responsibilities, NRE, payment schedule, license scope,
          ownership and an estimated schedule for delivery.

3.   LICENSES: The following license provisions are set forth in an elective
     format where each SPA must designate which license grant(s) shall apply
     to the particular product covered by such SPA. For example, a SPA for a
     software product for which NEC shall have rights to distribute,
     reproduce, and private label, shall designate in the license section of
     that SPA that "Active Voice grants to NEC the license contained in
     Section 3.1.c of the Agreement, under the terms set forth therein."

     3.1  LICENSED SOFTWARE: During the Term and subject to the terms and
          conditions of this Agreement, Active Voice, under its Intellectual
          Property Rights, grants to NEC a limited,


                                      -6-
<PAGE>

     worldwide, nonexclusive, nontransferable (except in an allowed
     assignment), irrevocable (except for material breach), non-sublicensable
     (except for sublicense of the distribution right to Distributors and
     archival reproduction to End Users), royalty-bearing license with the
     following terms:

     (a)  DISTRIBUTION: To use, install, publicly display, publicly perform,
          sell, market, import and distribute the Final Acceptance versions
          of the Licensed Software, in Object Code format only.

     (b)  DISTRIBUTION AND REPRODUCTION: To use, install, copy, reproduce,
          publicly display, publicly perform, sell, market, import and
          distribute the Final Acceptance versions of the Licensed Software,
          in Object Code format only.

     (c)  DISTRIBUTION, REPRODUCTION AND LOCALIZATION: To use, install, copy,
          reproduce, publicly display, publicly perform, sell, market, import
          and distribute the Final Acceptance versions of the Licensed
          Software, in Object Code format only. In addition, NEC may create
          Derivative Works from the Licensed Software solely for the purposes of
          Localizing the Licensed Software for a particular market.

          (i)   OWNERSHIP AND LICENSE BACK OF DERIVATIVE WORKS: Upon NEC's
                independent creation of any Derivative Work from the Licensed
                Software, NEC shall own such modification or Derivative Work
                subject to:

                (1)  Active Voice's underlying rights in the Licensed Software;

                (2)  Payment to Active Voice of any royalties therefor in
                     accordance with the SPA for the underlying work.

          (ii)  NON-BLOCKING OF ACTIVE VOICE DEVELOPMENT: Notwithstanding the
                Derivative Works license granted to NEC by Active Voice in this
                Section 3.1 and the Ownership rights in Section 5.5 below,
                Active Voice shall not be blocked from undertaking development
                similar to that of the NEC-created Derivative Works.  Provided
                that Active Voice and/or its licensees have not substantially
                copied any part of the NEC-created Derivative Works, NEC
                covenants not to sue Active Voice or its licensees for any
                similarity resulting from similar development paths. If Active
                Voice desires to use or copy from the NEC-created Derivative
                Works, the Parties shall discuss the terms for such use.

     (d)  PRIVATE LABEL BRANDING AND PACKAGING: In connection with exercising
          its other rights granted in this Section 3.1(d), NEC may privately
          brand, label and package the Licensed Software with NEC's trademarks,
          including, but not limited to NEC's house mark and any product line
          or specific product mark. If NEC exercises such rights, use of such
          trademarks shall be exclusive to NEC without any right granted to
          Active Voice. To the extent NEC desires to use any Active Voice mark
          apart from the marks appearing within the running program of the
          Licensed Software itself, NEC and Active Voice shall discuss and
          negotiate mutually agreeable, non-royalty bearing terms for such
          trademark license.

3.2  END USER DOCUMENTATION LICENSE: During the Term and subject to the terms
     and conditions of the Agreement, Active Voice, under its Intellectual
     Property Rights, grants to NEC a limited, worldwide, nonexclusive,
     nontransferable (except in an allowed assignment), irrevocable (except
     for material breach), royalty-free license with the following terms:

     (a)  DISTRIBUTION AND REPRODUCTION: To copy, reproduce, publicly display,
          publicly perform, sell, market, import and distribute the End User
          Documentation solely in connection with the Licensed Software.


                                   -7-
<PAGE>

     (b)  DISTRIBUTION, REPRODUCTION AND LOCALIZATION: To copy, reproduce,
          publicly display, publicly perform, sell, market, import and
          distribute the End User Documentation solely in connection with the
          Licensed Software. In addition, NEC may make modifications to and
          create Derivative Works from the End User Documentation solely for
          the purposes of Localizing the End User Documentation for a
          particular market.

          (i)  OWNERSHIP OF DERIVATIVE WORKS:  Upon NEC's independent creation
               of any Derivative Work from the End User Documentation,
               NEC shall own such Derivative Works subject to Active Voice's
               underlying rights in the End User Documentation.

          (ii) NON-BLOCKING OF ACTIVE VOICE DEVELOPMENT: Notwithstanding the
               Derivative Works license granted to NEC by Active Voice in this
               Section 3.2 and the Ownership rights in Section 5.5 below,
               Active Voice shall not be blocked from undertaking development
               similar to that of the NEC-created Derivative Works. Provided
               that Active Voice and/or its licensees have not substantially
               copied any part of the NEC-created Derivative Works, NEC
               covenants not to sue Active Voice or its licensees for any
               similarity resulting from similar development paths. If Active
               Voice desires to use or copy from the NEC-created Derivative
               Works, the Parties shall discuss the terms for such use.

     (c)  PRIVATE LABEL BRANDING AND PACKAGING: In connection with exercising
          its other rights granted in this Section, NEC may privately brand,
          label and package the End User Documentation with NEC's trademarks,
          including, but not limited to NEC's house mark and any product line
          or specific product mark. If NEC exercises such rights, use of such
          trademarks shall be exclusive to NEC without any right granted to
          Active Voice. To the extent NEC desires to use any Active Voice mark
          apart from the marks already appearing in the End User
          Documentation, i.e., as part of a compound mark used as a brand name
          or product name, NEC and Active Voice shall discuss and negotiate
          mutually agreeable non-royalty bearing terms for such trademark
          license with adequate usage guidelines. In creating and
          distributing such privately-labeled Derivative Works, NEC shall
          preserve at least one Active Voice (and Active Voice vendor, if
          any) copyright notice and trademark legend in the modified End User
          Documentation.

3.3  TRADEMARK LICENSE GRANT: During the Term and subject to the terms and
     conditions of this Agreement, Active Voice hereby grants to NEC a
     worldwide, non-exclusive, nontransferable, irrevocable (except for
     material breach), royalty-free license, without the right to sub-license,
     to use the Active Voice trademarks in or on advertising, marketing
     materials, and/or packaging for the Licensed Software and in the End User
     Documentation. Active Voice shall have a right of prior written approval
     over the first instantiation of each use by NEC of the Active Voice
     trademarks in any context other than as such marks already appear on or
     within the Licensed Software or End User Documentation. NEC also agrees
     to use the Active Voice trademarks only as adjectives and to include -TM-
     and -Registered Trademark- legends where appropriate. Active Voice, in
     its sole discretion, may issue and amend guidelines for trademark usage.
     NEC agrees to comply with any such guidelines.

4.   LICENSE RESTRICTIONS: The following license restrictions are not elective
     and shall apply to the Licensed Software under each SPA unless
     specifically stated otherwise therein.

     4.1  RESERVATION OF RIGHTS: All rights not expressly granted herein are
          reserved to the owner, and no other licenses are granted herein by
          implication, estoppel or otherwise.


                                   -8-
<PAGE>

     4.2  SINGLE COPY RESTRICTION: When NEC sublicenses the distribution
          right to the Object Code of the Licensed Software, NEC shall not
          include more than one copy each of the Licensed Software with each
          NEC Product sold or otherwise distributed by NEC or NEC's
          Distributors. Notwithstanding the above, Licensed Software that is
          sold or otherwise distributed as a pre-loaded image on an NEC
          Product may also include one back-up copy of such Licensed Software
          on a CD-ROM, and together shall constitute one Royalty Unit.

     4.3  NO REVERSE ENGINEERING: NEC shall not reverse engineer, decompile
          or disassemble the Licensed Software provided to NEC under this
          Agreement.

     4.4  PROPRIETARY MARKINGS: NEC agrees to reproduce and to not alter,
          obscure, or remove any Active Voice (or Active Voice vendor)
          proprietary notice included in or on the Licensed Software and/or
          End User Documentation. Notwithstanding the foregoing, however, in
          connection with any modifications NEC might be permitted to make to
          the Licensed Software, NEC may reduce the number of Active Voice or
          Active Voice vendor's proprietary markings so that such markings
          appear only in the opening or splash screen of the NEC Product and
          in the "about box" of such NEC Product.

     4.5  NONCOMPLIANCE: NEC agrees to promptly notify Active Voice if the
          Licensed Software is used in any manner except as noted above. The
          restrictions of this Section 4 shall be subject to the audit right
          in Section 7.5 herein if Active Voice suspects noncompliance by NEC
          with this provision. Additionally, the Parties agree that Section 4
          of this Agreement was an essential, material term in establishing
          the consideration under this Agreement and that upon any breach
          hereof, which if uncured in accordance with Section 9.2(a) of this
          Agreement, Active Voice may terminate this Agreement.

5.   OWNERSHIP:

     5.1  OWNERSHIP OF LICENSED SOFTWARE AND DERIVATIVE WORKS THEREFROM: As
          between NEC and Active Voice, unless under Section 3.1.c.i. or
          otherwise provided, NEC acknowledges that Active Voice and/or
          Active Voice's vendors have sole and exclusive right, title and
          interest in and to all of the Intellectual Property Rights in the
          Licensed Software and any Derivative Works therefrom created by
          Active Voice or the Parties jointly.

     5.2  OWNERSHIP OF ACTIVE VOICE HARDWARE AND DERIVATIVE WORKS THEREFROM:
          As between NEC and Active Voice, except as provided under Section
          3.1.c.i., NEC acknowledges that Active Voice and/or Active Voice's
          vendors have sole and exclusive right, title and interest in, and
          to all of the Intellectual Property Rights in the Active Voice
          Hardware and Derivative Works therefrom created by Active Voice or
          the Parties jointly.

     5.3  OWNERSHIP OF END USER DOCUMENTATION AND DERIVATIVE WORKS THEREFROM:
          As between NEC and Active Voice, except as provided under Section
          3.1.c.i., NEC acknowledges that Active Voice and/or Active Voice's
          vendors have sole and exclusive right, title and interest in and to
          all of the Intellectual Property Rights in the End User
          Documentation and any Derivative Works therefrom created by Active
          Voice or the Parties jointly.

     5.4  OWNERSHIP OF TECHNICAL DOCUMENTATION AND DERIVATIVE WORKS
          THEREFROM: As between NEC and Active Voice, NEC acknowledges that
          Active Voice and/or Active Voice's vendors have sole and exclusive
          right, title and interest in and to all of the Intellectual
          Property Rights in the Technical Documentation and any Derivative
          Works therefrom created by Active Voice or the Parties jointly.

     5.5  OWNERSHIP OF INDEPENDENT NEC DEVELOPMENT: As between NEC and Active
          Voice, Active Voice acknowledges that NEC and/or NEC's vendors have
          sole and exclusive right, title and interest in and to all of the
          Intellectual Property Rights in any independent

                                      -9-
<PAGE>

          development to the NEC Products done by NEC, subject to any
          ownership rights of Active Voice in and to any underlying works
          thereto. For purposes of this Agreement, "independent development"
          shall mean NEC development done by NEC and not by the Parties
          jointly.

     5.6  OWNERSHIP OF NEC TRADE SECRETS: As between NEC and Active Voice,
          Active Voice acknowledges that NEC has sole and exclusive right,
          title and interest in and to the trade secrets that NEC discloses
          to Active Voice and documents in a trade secret transmittal form
          pursuant to the Notice provisions in Section 14.5 below. Such
          transmittal form shall describe the general nature of the trade
          secret being disclosed and protected. In addition, the Parties
          acknowledge the Trade Secret Transmittal Form covering NEC's
          proprietary AAInfo, attached hereto as Exhibit I.

     5.7  OWNERSHIP OF TRADEMARKS: As between the Parties, each Party
          acknowledges the other Party's sole and exclusive right, title and
          interest in and to all of the Intellectual Property Rights in such
          other Party's trademarks. At no time during or after the term of
          this Agreement shall either Party challenge or assist others to
          challenge the other Party's trademarks, or the registration thereof
          in the attempt to register any trademarks, marks or similar rights
          for marks the same as or confusingly similar to those of the other
          Party.

6.   PRICING AND COMPENSATION:

     6.1  PRICE FOR LICENSED SOFTWARE: NEC shall pay to Active Voice the
          royalties per Royalty Unit and/or Use for the Licensed Software as
          specified in the applicable SPA.

     6.2  PRICE FOR HARDWARE PRODUCTS: NEC shall pay to Active Voice the
          price per unit for the Hardware Products as specified in the
          applicable SPA. Except as otherwise provided in any such SPA,
          Active Voice may increase such pricing upon sixty (60) days notice
          to NEC. However, to the extent that NEC has provided a binding
          quotation to a distributor prior to or within five (5) days of Active
          Voice's notice of a price change, Active Voice shall honor its prior
          pricing for such product provided Active Voice receives the order
          pursuant to the quotation together with a copy of the dated and
          numbered quotation within one hundred (100) days of the date of
          Active Voice's notice of the price change. Upon request, NEC shall
          verify the information on the quote.

          (a)  MINIMUMS: If, during the Term of this Agreement, NEC desires
               to commit to a minimum royalty amount and/or minimum quantity,
               Active Voice shall consider and negotiate in good faith price
               and other terms consistent with such commitments.

          (b)  PRICE REDUCTIONS: If Active Voice reduces its standard pricing
               for the Hardware Products, it will notify NEC immediately and
               shall apply such price reduction to all pending, unshipped
               purchase orders.

     6.3  MFB TERMS: NEC shall receive MFB Terms from Active Voice on all
          Licensed Software and Hardware Products subject to this Agreement.

     6.4  ROYALTY AND FEE EXEMPT COPIES AND/OR USES: No royalties or fees
          will be payable for the number of copies of the Licensed Software,
          as shall be agreed in a SPA, which are: (i) used internally by NEC
          for customer support; (ii) used for evaluation, demonstration or
          marketing purposes to promote the sale of royalty-bearing copies or
          uses of the Licensed Software (provided NEC does not receive any
          revenue or revenue equivalent therefor); or (iii) used by NEC
          internally for demonstration or training. In addition, no royalties
          or fees will be payable for copies of the Licensed Software which
          are distributed merely as bug fixes in Maintenance Releases at the
          direction of Active Voice to End Users licensed for the previous
          release of the Licensed Software.

          In addition, Active Voice acknowledges that no royalties shall be
          due in connection with any reinstallation of the Licensed Software
          into a new hardware configuration, provided

                                      -10-
<PAGE>
          that: (i) the reinstalled system replaces the original system due
          to hardware defect; (ii) the reinstalled system is used by the same
          customer at the same site; and, (iii) there would otherwise be no
          New Release charge for the Licensed Software that is reinstalled.

     6.5  TAX AND WITHHOLDING: NEC is responsible for all taxes, duties,
          tariffs and withholdings in any jurisdiction imposed in connection
          with transactions between Active Voice and NEC under this Agreement
          other than taxes based on Active Voice's income in the United
          States. In the event that such taxes, duties, tariffs or
          withholdings are legally imposed initially on Active Voice or
          Active Voice is later assessed by any taxing authority, then NEC
          shall promptly reimburse Active Voice for the same. This clause
          shall survive the termination of the Agreement.

     6.6  PRICING FOR NEW RELEASES: Pricing for New Releases shall be
          according to the mutual agreement of the Parties. Nothing in this
          Section shall restrain or restrict Active Voice in any way from
          pricing its products in accordance with its sole discretion.

     6.7  STATEMENT OF WORK AND ENGINEERING COMPENSATION: Provided that
          Active Voice meets its development obligations to NEC under Exhibit
          C, attached hereto and the particular Statement of Work and/or SPA
          under which NRE is incurred, NEC shall compensate Active Voice in
          accordance with the provisions of such Statement of Work and/or SPA.

     6.8  CONSULTING AND ENGINEERING WORK: Prices for consulting and
          engineering work provided by Active Voice which are not covered in
          an SPA shall be negotiated in good faith by the parties.

7.   REPORTS AND PAYMENTS:

     7.1  REPORTS FOR LICENSED SOFTWARE: Within ten (10) days following the
          end of each calendar month, commencing with the month during which
          the first sale or shipment of Royalty Units and/or Uses of Licensed
          Software by NEC or its Affiliates occurs, NEC or its Affiliates
          shall furnish to Active Voice a written statement in English, in a
          form reasonably acceptable to Active Voice and signed by an
          authorized employee or agent of NEC or its Affiliates, showing the
          number of Royalty Units and/or Uses of Licensed Software made,
          distributed, licensed and/or sold by NEC or its Affiliates to
          Distributors and End Users during such calendar month. If in any
          quarter, no reportable activity has occurred, that fact shall be
          shown on such report. The reports shall specify the applicable NEC
          Product including the Licensed Software, the SPA under which the
          Licensed Software was distributed, and the NEC Affiliate
          responsible for such distribution, if that NEC Affiliate is not
          reporting activity directly.

     7.2  INVOICE AND PAYMENT PROVISIONS:

          (a)  PAYMENT BASIS: The following invoice and payment provisions
               are alternative depending on the type of product, e.g.,
               Licensed Software, Hardware Product, and licensing
               arrangement, e.g., gold master, production key, system key, as
               set forth in a SPA. Each SPA shall specify which invoice and
               payment provisions shall apply:

               (i)  LICENSED SOFTWARE: GOLD MASTER: Upon receipt of NEC's
                    Report, described in Section 7.1 above, Active Voice
                    shall issue an invoice to NEC in a form acceptable to
                    NEC. Upon receipt of Active Voice's invoice, and within
                    sixty (60) days following the end of each calendar
                    quarter (March 31, June 30, September 30 and December
                    31), commencing with the calendar quarter during which
                    the first sale or shipment of Royalty Units and/or Uses
                    of Licensed Software by NEC occurs, NEC shall,
                    irrespective of its own business and accounting

                                      -11-
<PAGE>

                    methods, pay in United States Dollars to Active Voice the
                    royalties payable for such quarter as shown in the Report
                    and invoice described above for the Licensed Software.

               (ii) LICENSED SOFTWARE: PRODUCTION AND SYSTEM KEYS: HARDWARE
                    PRODUCTS: Upon receipt of NEC's purchase order for
                    authorization to load or enable the Licensed Software via
                    any production or system keys, or to ship Hardware
                    Products, Active Voice shall issue an invoice to NEC,
                    which NEC shall pay within sixty (60) days from receipt.

          (b)  PAYMENT INSTRUCTIONS: Royalties, invoice payments and all
               other compensation due to Active Voice pursuant hereto will be
               paid by check tendered or wire transfer at the following
               address:

                REMITTANCE ADDRESS               WIRE TRANSFER ACCOUNT

                Active Voice Corporation         Wells Fargo Bank N.A.
                2901 Third Ave.                  San Francisco, CA 94163
                Seattle, WA 98121                ABA#121000246
                Attn: Accounts Payable           FBO Active Voice Corporation
                                                 Account #4159633163

               or to such other payment addressees as Active Voice shall
               hereafter designate in a notice given in accordance with
               Section 14.5.

     7.3  FORECASTS: Within sixty (60) days following the end of each
          calendar quarter (March 31, June 30, September 30 and December 31),
          commencing with the calendar quarter during which the first sale or
          shipment of Royalty Units and/or Uses of Licensed Software by NEC
          or its Affiliates occurs, or purchase orders to Active Voice occur,
          NEC shall provide Active Voice with its best forecast or expected
          sales or purchase orders in the next quarter.

     7.4  RECORDS: For so long as NEC and its Affiliates may be obligated to
          pay any royalties or make any payments under this Agreement, and
          for a period of three (3) years thereafter, NEC and its Affiliates
          agree to keep and maintain complete and accurate records for the
          current year and the preceding (3) three years of all data
          reasonably required for the verification of: (a) the amounts to be
          paid under this Agreement; (b) the information to be reported
          under this Agreement; and (c) the license terms or other
          restrictions to be complied with under this Agreement.
          Notwithstanding the foregoing, NEC and its Affiliates shall not be
          obligated to maintain such records for more than one year after
          termination or expiration of this Agreement.

     7.5  AUDIT RIGHTS: During the term of required records set forth in
          Section 7.4 above, Active Voice may conduct an audit of NEC's or
          its Affiliate's records and a written certification by a mutually
          acceptable independent Certified Public Accountant that the
          reports, payments and records are correct or that NEC is performing
          in accordance with this Agreement. Active Voice shall provide NEC
          with at least thirty (30) calendar days notice of such audit. In
          the event the Parties cannot in good faith agree as to an auditor
          within such ten (10) day notice period, Active Voice may select any
          of the top five (5) CPA firms to conduct the audit. Such auditor
          will report to Active Voice only whether the amounts due or
          payable to Active Voice pursuant to this Agreement were correct,
          any amount that is due and payable to Active Voice, and information
          related to compliance or noncompliance with this Agreement. Such
          auditor will hold such information in confidence and will not
          disclose such information to any other person or entity, other than
          Active Voice, without the prior written consent of NEC. Audits will
          occur during normal business hours and no more frequently than once
          per calendar year, unless Active Voice can present a reasonable
          basis for its belief that an audit in a lesser time period is

                                      -12-
<PAGE>

          needed. The cost of such audits will be borne by Active Voice
          unless a payment discrepancy unfavorable to Active Voice greater
          than or equal to five percent (5%) of the amounts owed for any
          reporting period covered by the audit is discovered, in which case
          NEC shall pay the costs of the audit as well as any payment
          deficiency and interest thereon. A copy of the audit shall be
          submitted to NEC.

8.   NECAM APPOINTMENT AS RELATIONSHIP MANAGER:

          The Parties hereby agree that NECAM shall be the relationship
          manager for all NEC Affiliates that become direct Parties to this
          Agreement with respect to this Agreement and any SPAs hereunder.
          The Enrolled Affiliates hereby authorize NECAM to act as their
          general agent with general authority, including the ability to
          enter into contracts, release claims and make legally binding
          commitments on behalf of such Enrolled Affiliates in all matters
          arising from or connection with this Agreement. Active Voice shall
          be entitled to rely on communications from NECAM on behalf of such
          Enrolled Affiliates as though such communications came directly
          from such Enrolled Affiliates. Notwithstanding anything to the
          contrary herein, Active Voice and any Enrolled Affiliate may
          communicate and deal directly with each other in full contractual
          privity in connection with any SPAs, Statements of Work,
          development activities, training, support and technical
          specifications relating to such NEC Affiliate. The relationship
          manager shall be provided copies of all of the aforementioned
          agreements. In addition, nothing in this Agreement prevents Active
          Voice, its Affiliates and/or its Distributors from entering into
          any agreements with NEC Affiliates or Distributors, including in
          connection with the Licensed Software, Third Party Software, Active
          Voice Hardware and Third Party Hardware.

9.   TERM AND TERMINATION:

     9.1  TERM: The initial term of this Agreement shall be five (5) years
          beginning on the Effective Date. Thereafter, the Agreement shall
          automatically renew at the end of such initial term on the
          anniversary date of the Effective Date for additional one (1) year
          renewal terms, unless either Party provides written notice to the
          contrary at least ninety (90) calendar days before any renewal date.

     9.2  TERMINATION FOR CAUSE:

          (a)  ACTIVE VOICE TERMINATION FOR CAUSE: Active Voice may
               terminate, with respect to NEC or any of its Affiliates, this
               Agreement if NEC fails to pay for Licensed Software or
               Hardware Products in accordance with the terms of this
               Agreement, unless NEC has a good faith basis to dispute such
               payment obligation, or if NEC fails to comply with any
               material term or condition of this Agreement, provided Active
               Voice has given NEC thirty (30) calendar days written notice
               of such failure to pay or comply and NEC has not remedied such
               failure within the thirty (30) day period. However, if the
               nature of such breach does not permit remediation within
               thirty (30) calendar days despite NEC's good faith efforts,
               the breach cure period shall be extended for such reasonable
               time as the Parties may agree. Additionally, Active Voice may
               terminate this Agreement immediately if NEC: (a) files or has
               filed against it a petition in bankruptcy, (b) has a receiver
               appointed to handle its assets or affairs, (c) makes or
               attempts to make an assignment for the benefit of creditors,
               or (d) violates the confidentiality provisions of this
               Agreement.

          (b)  NEC TERMINATION FOR CAUSE: NEC may terminate this Agreement if
               Active Voice fails to comply with any material term or
               condition of this Agreement provided NEC has given Active
               Voice thirty (30) days written notice of such failure and
               Active Voice has not remedied such failure within the thirty
               (30) day period. However, if the nature of such breach does
               not permit remediation within thirty

                                      -13-
<PAGE>

               (30) calendar days despite Active Voice's good faith efforts,
               the breach cure period shall be extended for such reasonable
               time as the Parties may agree. Additionally, NEC may terminate
               this Agreement immediately if Active Voice: (a) files or has
               filed against it a petition in bankruptcy, (b) has a receiver
               appointed to handle its assets or affairs, (c) makes or
               attempts to make an assignment for the benefit of creditors,
               or (d) violates the confidentiality provisions of this
               Agreement.

          (c)  CUMULATIVE REMEDIES: Each Party's rights to terminate are in
               addition to any other rights that Party may have, subject to
               the limitations on liability imposed in this Agreement.

     9.3  EFFECT OF TERMINATION OR EXPIRATION: Upon the termination or
          expiration of this Agreement, all licenses granted hereunder shall
          terminate immediately and without any requirement of further
          notice, except that: (a) all completed and delivered sales by NEC
          and its Distributors to its End Users and the validly granted
          sublicenses to the Licensed Software thereunder, shall survive any
          termination or expiration of this Agreement, (b) NEC and its
          Affiliates and Distributors may distribute any product in its or
          its Affiliates or Distributor's inventory, and (c) all licenses
          back to Active Voice shall survive, provided that termination was
          not due to an unremediated Active Voice material breach. Upon
          termination or expiration of this Agreement, each Party shall
          return or certify it has destroyed all copies of material and
          Confidential Information owned by the other.

10.  CONFIDENTIALITY:

     10.1 CONFIDENTIAL INFORMATION: For purposes of this Agreement, the term
          "Confidential Information" shall mean all non-public information
          that a Party designates as being confidential, or which, under the
          circumstance of disclosure ought to be treated as confidential.
          Confidential Information includes, without limitation, information
          that relates to research, development, trade secrets, know-how,
          product development plans, inventions, technical data, software
          programming, concepts, designs, procedures, manufacture,
          purchasing, accounting, engineering, marketing, merchandising and
          selling, business plans or strategies, customers, and information
          entrusted to a Party or its principal officers and employees by
          third parties. Confidential Information shall not include
          information that was known to a Party prior to disclosure by the
          other Party, information that was independently developed by the
          other Party by an employee with no exposure to the Confidential
          Information, information that was independently discovered by the
          other Party by an employee with no exposure to the Confidential
          Information, or information that becomes publicly available through
          no fault of the recipient, or is approved for disclosure by the
          owner of the Confidential Information, in writing, prior to its
          disclosure. Both parties shall provide the same type and degree of
          care to prevent disclosure or unauthorized use of the other party's
          Confidential Information as they would provide to protect their own
          Confidential Information. As a minimum requirement, NEC and Active
          Voice shall retain each other's Confidential Information in one on
          more secure places with access limited only to their respective
          representatives, officers, employees or agents who have a "need to
          know" such Confidential Information.

     10.2 OBLIGATION: Each Party agrees that at all times during the Term of
          this Agreement, and for a period of three (3) years thereafter, it
          shall hold in strictest confidence, and will not use the
          Confidential Information, except as necessary to perform its
          obligations under the Agreement. Each Party shall disclose
          Confidential Information only to its employees, Affiliates and
          independent contractors who have a need to know such information
          for purposes of performance under this Agreement and who have
          executed confidentiality agreements with such Party sufficient to
          prohibit unauthorized use and disclosure of the Confidential
          Information disclosed. A Party shall not disclose the Confidential
          Information

                                      -14-
<PAGE>

          of the other Party to any third Party without the prior written
          consent of the disclosing Party.

     10.3 CONFIDENTIALITY OF AGREEMENT: Each Party agrees that the terms,
          conditions and contents of this Agreement shall be treated
          confidentially and that no reference thereto shall be made in any
          form without the prior written consent of the other Party, except
          to accountants, banks, financing sources, lawyers and related
          parties or in connection with the enforcement of this Agreement.
          The Parties shall mutually agree upon any public announcements of
          this Agreement. Both Parties shall have the right of written
          pre-approval with respect to any and all press releases referring
          to the subject matter of this Agreement.

     10.4 EXCEPTIONS: The confidentiality provisions of this Section 10 shall
          apply to prohibit disclosure of the Confidential Information
          except (i) as required by applicable disclosure laws; or (ii) in
          connection with a court order requiring disclosure, in which case
          the Party under order must provide immediate notice and cooperate
          in any attempt to quash such order.

11.  WARRANTIES:

     11.1 LICENSED SOFTWARE:

          (a)  LIMITED MEDIA AND PERFORMANCE WARRANTY: Active Voice represents
               and warrants that: (i) upon initial delivery by Active Voice
               of the Final Acceptance version of the Licensed Software and
               for fourteen (14) months thereafter, the media on which the
               Licensed Software is furnished, exclusive of Third Party
               Software and Third Party Hardware, will be free from defects
               in materials and workmanship, and (ii) upon shipment of the
               Licensed Software to the End User and for fourteen (14) months
               thereafter, the Licensed Software will perform substantially
               in accordance with the Specifications for the Licensed
               Software when used as permitted under this Agreement and in
               accordance with the End User Documentation, provided that the
               NEC-developed software, NEC Products, Third Party Software and
               Third Party Hardware operate substantially in accordance
               with their applicable specifications. Active Voice does not
               warrant that the operation of the Licensed Software will be
               interruption or error free, or will be free from bugs,
               defects, viruses, and/or security issues.

          (b)  NECESSARY RIGHTS: As of the Effective Date, Active Voice
               represents and warrants that it has no actual or constructive
               knowledge of any claim of infringement by any third party in
               any jurisdiction with respect to the Licensed Software.

          (c)  YEAR 2000

               (i)  LICENSED SOFTWARE: Active Voice represents and warrants
                    that the Licensed Software is Year 2000 Ready.

               (ii) THIRD PARTY SOFTWARE OR THIRD PARTY HARDWARE: Active
                    Voice represents and warrants that it shall use its Best
                    Efforts to investigate the Third Party Software and Third
                    Party Hardware to determine whether the Third Party
                    Software and Third Party Hardware are Year 2000 Ready.
                    Active Voice makes no other representation or warranty
                    regarding the Year 2000 or any date data sensitivity in
                    connection with the Third Party Software, Third Party
                    Hardware or the data interface or interoperability of
                    such Third Party Software and Third Party Hardware with
                    respect to the Licensed Software. Active Voice agrees to
                    provide any product literature or non-confidential
                    technical information in Active Voice's possession to

                                      -15-
<PAGE>

                    NEC regarding the Year 2000 Readiness of such Third Party
                    Software and Third Party Hardware.

          (d)  DISCLAIMER: EXCEPT AS SPECIFICALLY SET FORTH HEREIN, THE
               LICENSED SOFTWARE IS AND SHALL BE PROVIDED STRICTLY ON AN "AS
               IS" BASIS. TO THE MAXIMUM EXTENT ALLOWABLE BY LAW, ACTIVE
               VOICE HEREBY SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER
               EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION
               ANY: (I) WARRANTY OF MERCHANTABILITY; (II) WARRANTY OF FITNESS
               FOR A PARTICULAR PURPOSE; (III) WARRANTY ARISING FROM COURSE
               OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE; AND/OR
               (IV) WARRANTY OF TITLE OR NONINFRINGEMENT.

          (e)  TERMINATION OF WARRANTIES: With respect to the Licensed
               Software, all warranties in this Section 11 shall terminate
               upon the earlier occurring of the following events: (i)
               fourteen (14) months after shipment of the Licensed Software
               to the End User, (ii) twelve (12) months after expiration or
               termination of the Agreement, or, (iii) upon any NEC
               modification to the Licensed Software if such modification
               might affect the warranties herein.

          (f)  EXCLUSIVE REMEDY FOR LICENSED SOFTWARE: If any item of the
               Licensed Software fails to comply with the warranties as set
               forth above, Active Voice will, at its own expense and as its
               sole obligation and NEC's sole and exclusive remedy for any
               breach of this warranty, use its Best Efforts to correct the
               noncompliance (e.g., by furnishing a modification or
               replacement), provided that Active Voice is able to reproduce
               the noncompliance on the computer and telecommunication system
               for which the item was designed. If after the expenditure of
               such Best Efforts, Active Voice is unable to correct the
               noncompliance, the Parties shall terminate the SPA for that
               Licensed Software and Active Voice shall refund NEC the
               compensation paid by NEC for any defective units of the
               Licensed Software, if any, in which event such refund shall be
               in full satisfaction of all claims relating to such
               noncompliance.

     11.2 ACTIVE VOICE HARDWARE:

          (a)  LIMITED PRODUCT AND PERFORMANCE WARRANTY: Active Voice
               represents and warrants that upon initial delivery by Active
               Voice and for fourteen (14) months thereafter: (i) the Active
               Voice Hardware, exclusive of Third Party Hardware and Third
               Party Software, will be free from defects in materials and
               workmanship, and (ii) the Active Voice Hardware will perform
               substantially in accordance with the Specifications for the
               Active Voice Hardware, when used as permitted under this
               Agreement and in accordance with the End User Documentation,
               provided that the NEC-developed software, NEC Products, Third
               Party Software and Third Party Hardware operate substantially
               in accordance with their applicable specifications. Active
               Voice does not warrant that the operation of the Active Voice
               Hardware will be interruption or error free, or will be free
               from bugs, defects, viruses, and/or security issues.

          (b)  NECESSARY RIGHTS: As of the Effective Date, Active Voice
               represents and warrants that it has no actual or constructive
               knowledge of any claim of infringement by any third party in
               any jurisdiction with respect to the Active Voice Hardware.

          (c)  DISCLAIMER: EXCEPT AS SPECIFICALLY SET FORTH HEREIN, THE
               ACTIVE VOICE HARDWARE IS AND SHALL BE PROVIDED STRICTLY ON AN
               "AS IS" BASIS. TO THE MAXIMUM EXTENT ALLOWABLE BY LAW, ACTIVE
               VOICE HEREBY SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER
               EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION
               ANY: (I) WARRANTY OF MERCHANTABILITY; (II) WARRANTY OF FITNESS

                                      -16-
<PAGE>

               FOR A PARTICULAR PURPOSE; (III) WARRANTY ARISING FROM
               COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF
               TRADE; AND/OR (IV) WARRANTY OF TITLE OR NONINFRINGEMENT.

          (d)  TERMINATION OF WARRANTIES: With respect to the Active
               Voice Hardware, all warranties in this Section 11 shall
               terminate upon the earlier occurring of the following
               events: (i) fourteen (14) months after delivery by Active
               Voice of the specific unit of Active Voice Hardware,
               (ii) twelve (12) months after expiration or termination of
               the Agreement, or, (iii) upon any NEC modification to
               the Active Voice Hardware if such modification might
               affect the warranties herein.

          (e)  EXCLUSIVE REMEDY FOR ACTIVE VOICE HARDWARE: If any unit
               of the Active Voice Hardware fails to comply with the
               warranties as set forth above, Active Voice will, at
               its own expense and as its sole obligation and NEC's sole
               and exclusive remedy for any breach of this warranty, use
               its Best Efforts to correct the noncompliance (e.g., by
               furnishing a modification or replacement); provided that
               (i) NEC returns the unit with an Active Voice issued Return
               Authorization (RA) number to Active Voice (c/o Active Voice
               Customer Service Representative at the Active Voice address
               set forth in this Agreement), and (ii) Active Voice is able
               to reproduce the noncompliance on the computer and
               telecommunication system for which the item was designed.
               If after the expenditure of its Best Efforts Active Voice
               is unable to correct the noncompliance, Active Voice shall
               refund NEC the compensation paid by NEC for the defective
               unit of the Active Voice Hardware in which event such refund
               shall be in full satisfaction of all claims relating to such
               noncompliance.

     11.3  THIRD PARTY SOFTWARE AND THIRD PARTY HARDWARE: Although Active
           Voice provides a limited warranty on Active Voice Hardware, Third
           Party Software and Third Party Hardware suppliers shall be
           responsible for any warranties in connection with those products.
           If any Third Party Software or Third Party Hardware fails to
           operate in accordance with its specifications or is defective in
           any way, NEC's sole and exclusive remedy shall be against the
           Third Party Software or Third Party Hardware supplier. Third Party
           Software and Third Party Hardware are provided subject to all of
           the terms and conditions of the Third Party Documents and without
           any Active Voice warranties, indemnities or support obligations
           therefor. However, to the extent NEC requests Active Voice's
           reasonable help in resolving any warranty claims NEC might have
           against the Third Party Software and Third Party Hardware
           suppliers, Active Voice agrees to cooperate and provide such help.

     11.4  NEC WARRANTIES: Any warranties offered by NEC to NEC's Distributors
           and End Users are not binding on Active Voice, even if Active Voice
           becomes aware of such warranties, and NEC shall hold Active Voice
           harmless from any and all claims arising from such warranties to
           the extent they exceed Active Voice's warranties herein.

12.  INDEMNIFICATION AND LIMITATION OF LIABILITY:

     12.1  ACTIVE VOICE INDEMNIFICATION: Active Voice shall defend, indemnify
           and hold NEC harmless from and against any and all actions,
           claims, damages, expenses (including reasonable attorney's fees)
           and liabilities arising from any claim against NEC that the
           Licensed Software infringes any patent, copyright, or trade secret
           in the countries listed in Exhibit G, attached hereto. This
           indemnity shall apply provided that NEC (a) gives Active Voice
           prompt, written notice of such claim; (b) permits Active Voice
           to defend or settle the claim; and (c) provides Active Voice with
           the assistance, information and authority necessary to defend or
           settle the claim. Active Voice shall reimburse NEC for reasonable
           out-of-pocket expenses incurred in providing such assistance. For
           any covered claim, Active Voice shall pay the amount of any
           settlement or the costs and damages awarded,


                                    -17-
<PAGE>

           but shall not be responsible for any settlement made without its
           prior written consent, which shall not be unreasonably withheld or
           delayed.

           (a)  LIMITATIONS: Active Voice shall have no liability for or
                obligation to defend, settle or indemnify against any claim
                of infringement arising from use by NEC of: (a) any version of
                the Licensed Software that has been modified by NEC if such
                modification contributed to the basis for bringing the claim
                for which indemnification is sought, (b) any unauthorized
                combination of the Licensed Software with other software,
                equipment or devices, if such combination contributed to the
                basis bringing of the claim for which indemnification is
                sought, (c) any Third Party Software or Third Party Hardware
                supplied with the Licensed Software, or (d) Modified Software
                that has been modified according to NEC's specification or
                request and such specification or request contributes to the
                basis of the claim for which indemnification is sought.

           (b)  OPTIONS: If the Licensed Software, in the opinion of Active
                Voice might become subject to a claim of infringement, Active
                Voice may elect to: (a) obtain the right of continued use of
                the Licensed Software for NEC, or (b) replace or modify the
                Licensed Software to avoid such a claim as long as the
                functionality of the Licensed Software remains substantially
                the same. If neither alternative is available on commercially
                reasonable terms, Active Voice may discontinue the specific
                Licensed Software and pay to NEC a full refund of the price
                paid to Active Voice for the affected and recalled Licensed
                Software, and terminate the license for such product under
                the Agreement.

           (c)  TERMINATION OF INDEMNITY: Any indemnity obligation of Active
                Voice undertaken in this Section shall terminate upon the
                earlier occurring of the following events: (i) twelve (12)
                months after expiration or termination of the Agreement, or,
                (ii) upon any NEC modification to the Licensed Software if
                such modification might affect the basis for indemnified claim
                herein.

           (d)  EXCLUSIVE REMEDY: The indemnity set forth in this Section 12.1
                shall be NEC's sole and exclusive remedy with respect to any
                infringement claim brought in connection with the Licensed
                Software.

     12.2  NEC INDEMNIFICATION: NEC agrees to defend, indemnify and hold
           Active Voice harmless from and against any and all actions, claims,
           damages, expenses (including reasonable attorney's fees) and
           liabilities arising from NEC's use, modification, distribution and
           sale of the Active Voice Deliverables and the NEC Products,
           including but not limited to, suits and claims brought against
           Active Voice by any third parties for NEC's breach of warranty to
           such third party, but excluding infringement claims against the
           Licensed Software covered under Section 12.1 above. NEC's duties
           under this Section 12 extend to any matters arising out of the
           alleged infringement by any NEC development, whether or not owned
           by Active Voice and any NEC Products of any patent, copyright,
           trade secret or trademark right in Japan and/or in the countries
           listed in Exhibit G, attached hereto. This indemnification shall
           apply provided that: (i) NEC is notified promptly in writing of
           such claim; (ii) NEC controls the defense or settlement of the
           claim; and (iii) Active Voice cooperates reasonably and gives all
           necessary authority, information and assistance (at NEC's expense).
           Active Voice will not be liable for any costs or damages, and NEC
           will indemnify, defend and hold Active Voice harmless from any
           expenses, damages, costs or losses resulting from any suit or
           proceeding based upon a claim arising from: (a) Active Voice's
           compliance with NEC's designs, specifications or instructions; (b)
           modification of any product by a party other than Active Voice
           after delivery by Active Voice, (c) the use of any product or any
           part thereof furnished hereunder in combination with any other
           product not furnished or authorized by Active Voice; (d) the direct
           or contributory infringement of any process patent using any
           product furnished hereunder.


                                    -18-
<PAGE>

     12.3 LIMITATION OF LIABILITY: EXCEPT FOR A BREACH BY EXCEEDING THE
          LICENSE GRANTS OR VIOLATING THE RESTRICTIVE PROVISIONS IN
          SECTIONS 3 AND 4 ABOVE OR A VIOLATION OF THE CONFIDENTIALITY
          PROVISIONS IN SECTION 10 ABOVE, LIABILITY ARISING UNDER THIS
          AGREEMENT SHALL BE LIMITED TO DIRECT, OBJECTIVELY MEASURABLE
          DAMAGES AND NEITHER PARTY SHALL HAVE ANY LIABILITY FOR ANY INDIRECT
          OR SPECULATIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO
          CONSEQUENTIAL, INCIDENTAL AND SPECIAL DAMAGES, SUCH AS LOSS OF USE,
          BUSINESS INTERRUPTIONS, AND LOSS OF PROFITS, IRRESPECTIVE OF
          WHETHER THE PARTY HAS ADVANCE NOTICE OF THE POSSIBILITY OF ANY SUCH
          DAMAGES. NOTWITHSTANDING THE FOREGOING, ACTIVE VOICE'S TOTAL
          LIABILITY TO NEC UNDER THIS AGREEMENT, INCLUDING UNDER SECTION
          12.1, SHALL NOT EXCEED THE AMOUNT HAVING ACTUALLY BEEN PAID BY NEC
          TO ACTIVE VOICE UNDER SECTION 7 OF THIS AGREEMENT FOR A PARTICULAR
          PRODUCT DURING THE PREVIOUS TWELVE (12) MONTHS PRIOR TO NEC'S
          NOTIFICATION OF ANY CLAIM AGAINST SUCH PRODUCT. THE PARTIES
          ACKNOWLEDGE THAT THESE LIMITATIONS ON POTENTIAL LIABILITIES WERE AN
          ESSENTIAL ELEMENT IN SETTING CONSIDERATION UNDER THIS AGREEMENT.

13.  DISPUTE RESOLUTION; CHOICE OF LAW; JURY WAIVER:

     13.1 DISPUTE ESCALATION PROCEDURE: In the event a dispute arises between
          the Parties with respect to the subject matter of this Agreement,
          both Parties agree to attempt to resolve the dispute through the
          Project Managers in the ordinary course of business. However,
          either Party may by written notice commence this escalation
          procedure at any time should the Party feel the dispute cannot be
          resolved in the ordinary course. Within five (5) days after
          receipt, the Parties' first level contacts, Mary R. McCollum for
          NEC and Linda Huseby, for Active Voice, will confer. If they are
          unable to resolve the matter, the Parties' second level contacts,
          Tom Burger for NEC and Frank Costa, for Active Voice, will confer
          within ten (10) days after receipt of the initial notice. If the
          matter has not been resolved within twenty (20) days after receipt
          of the initial notice, then the Parties may commence arbitration
          as set forth below.

     13.2 CHOICE OF LAW: The construction, interpretation and performance of
          this Agreement shall be governed by and construed in accordance
          with the domestic laws of the State of Washington. The Parties
          hereby consent to sole and exclusive jurisdiction of and venue in
          the federal courts located in Seattle, Washington.

     13.3 JURY WAIVER: Each of the Parties waives trial by jury and the right
          to trial by jury in any and all actions or proceedings in any court
          between them or to which they may be Parties, whether arising out
          of, under or by reason of this Agreement, or any acts or
          transactions, hereunder to the interpretation or validity thereof,
          or under, or by reason of any other contract, agreement, loan, or
          transaction of, any kind between them, or to which they may be
          Parties, of any kind, nature, or description whatsoever.

14.  ADDITIONAL TERMS:

     14.1 RELATIONSHIP COMMITMENT: The Parties both acknowledge their intent
          that this Agreement shall confirm the Parties' long-term commitment
          to each other and provide a basis for the increasing priority of
          the Parties' relationship. Accordingly, Active Voice on its part,
          has agreed to provide NEC Most-Favored Buyer Terms on all of its
          products and to enter into an investment agreement. In addition,
          Active Voice agrees to provide free Licensed Software to NEC for
          internal deployment and use at NEC and its Affiliates. NEC, on its
          part, agrees that no other messaging company shall be given
          preference

                                      -19-
<PAGE>

          over Active Voice with respect to volume commitments by NEC,
          exclusivity in territories, market segments or sales channels
          granted by NEC, or opportunities to bid on future product and sales
          opportunities, without providing Active Voice an occasion to offer
          better terms and lower prices to NEC on such future products and
          sales opportunities.

     14.2 CONFLICTS: Unless specifically stated to the contrary, in the event
          of a conflict between this Agreement and any other document related
          to the subject matter of this Agreement, or the body of this
          Agreement and any of the Exhibits to this Agreement, the terms of
          this Agreement, or the body of the SPA shall govern.

     14.3 FORCE MAJEURE: Neither Party will be liable for any failure to
          perform due to unforeseen circumstances or causes beyond its
          reasonable control, including, but not limited to, acts of God,
          war, embargoes, acts of civil or military authorities, delay in
          delivery by vendors not caused by Active Voice, fire, flood, accident,
          strikes, inability to secure transportation, facilities, fuel,
          energy, labor or materials. In the event of force majeure, time for
          delivery or other performance will be extended for a period equal
          to the duration of the delay caused thereby.

     14.4 EXPORT: NEC agrees to comply with the export laws and regulations
          of Japan, the United States and any other country with jurisdiction
          over the Licensed Software, the NEC Products and/or either Party or
          its Affiliates. Active Voice agrees to observe and comply with the
          export laws and regulations of the United States to the extent such
          compliance depends on Active Voice. Without limiting the foregoing,
          NEC agrees:

          NEC shall not re-export the Licensed Software or any technology or
          documentation it receives under this Agreement to a national of
          Cuba, Iran, Iraq, Libya, North Korea, Sudan or Syria unless
          specifically authorized by U.S. regulations, including, but not
          limited to, the Export Administration Regulations ("EAR"),
          including any successors or related laws or regulations, or by a
          license issued by the U.S. Government.

          NEC shall defend, indemnify and hold Active Voice harmless from and
          against any and all claims, judgments, costs, awards, expenses
          (including reasonable attorneys fees) and liability of any kind
          arising out of the non-compliance with applicable government
          regulations, statute, decree or other obligation with respect to
          NEC's exportation or re-exportation of the Licensed Software. The
          obligations under this Section shall survive the expiration or
          termination of this Agreement.

     14.5 NOTICES: Any notice required or permitted to be given under this
          Agreement shall be effective on receipt if it is in writing and
          sent by certified or registered mail, or insured courier, return
          receipt requested, to the appropriate Party hereto at the address
          set forth below and with the appropriate postage affixed. Either
          Party may change its address for receipt of notice by notice to the
          other Party in accordance with this Section.

          If to NEC:              NEC Corporation
                                  7-1, Shiba-Chome
                                  Minato-ku, Tokyo
                                  108-01 Japan
                                  Attn: General Manager, Legal Division

          With a copy to:         NEC America, Inc.
                                  1555 West Walnut Hill Lane
                                  Irving, Texas 75038
                                  Attention: Director, Contracts & Credit
                                  Administration

          And to:                 NEC USA, Inc.
                                  8 Corporate Center Drive

                                      -20-
<PAGE>

                                  Melville, New York 11747
                                  Attn: General Counsel

          If to Active Voice:     Active Voice Corporation
                                  2901 Third Avenue
                                  Seattle, WA 98121
                                  Attention: President

          With a copy to:         Active Voice Corporation
                                  2901 Third Avenue
                                  Seattle, WA 98121
                                  Attn: General Counsel

    14.6  SURVIVAL: All of the provisions in Sections 1, 3.1(c)(ii),
          3.2(b)(i), 3.2(b)(ii), 4, 5, 6.5, 10, 12, 13, 14.2-14.13, and any
          other provisions that expressly survive, shall survive expiration
          or termination of this Agreement.

    14.7  ASSIGNMENT: Neither Party may assign this Agreement or any rights,
          benefits or obligations hereunder, without the other Party's
          written consent, except to an Affiliate, or, in the event of: (a) a
          merger of the assigning Party, (b) an acquisition of the assigning
          Party wherein more than fifty-percent (50%) of the outstanding
          voting stock of the assigning Party is acquired, or (c) a sale of
          all or substantially all of the assets of the assigning Party to
          which this Agreement relates.

    14.8  RELATIONSHIP: In all matters relating to this Agreement, NEC and
          Active Voice shall act as independent contractors. Neither Party
          will represent that it has any authority to assume or create any
          obligation, expressed or implied, on behalf of the other Party, or
          to represent the other Party as agent, employee, or in any other
          capacity. Neither Party shall have any obligation, expressed or
          implied, except as expressly set forth herein.

    14.9  INTERPRETATION: This Agreement has been negotiated at arm's length
          and between persons sophisticated and knowledgeable in the matters
          dealt with in this Agreement. Each Party has been represented by
          experienced and knowledgeable legal counsel. Accordingly, any rule
          of law or legal decision that would require interpretation of any
          ambiguities in this Agreement against the drafting Party is not
          applicable and is hereby waived.

    14.10 ENTIRE AGREEMENT, SUPERSEDURE AND AMENDMENT: This Agreement
          supersedes all of the agreements, amendments, exhibits and/or
          addenda listed in Section III of the Recitals or otherwise and
          supersedes all prior proposals, agreements and representations
          between them, whether written or oral, relating to the subject
          matter contained herein. This Agreement may be amended only if
          agreed to in writing and signed by an authorized signatory of each
          Party.

    14.11 SEVERABILITY: All rights and remedies, whether conferred hereunder,
          or by any other instrument or law will, unless otherwise expressly
          stated, be cumulative and may be exercised singularly or
          concurrently. The failure of any Party to enforce any of the
          provisions hereof shall not be construed to be a waiver of the
          right of such Party thereafter to enforce such provisions. The
          terms and conditions stated herein are declared to be severable. If
          any provision or provisions of the Agreement shall be held to be
          invalid, illegal or unenforceable, they shall be enforced to the
          maximum amount possible. The validity, legality and enforceability
          of the remaining provisions shall not in any way be affected or
          impaired thereby.

    14.12 COUNTERPARTS: This Agreement may be executed in several
          counterparts, each of which shall be deemed an original, but all of
          which together shall constitute one and the same instrument.

                                      -21-
<PAGE>

    14.13 EXHIBITS: The Exhibits listed below are attached and made a part of
          this Agreement. Any capitalized items used in the Exhibits shall be
          as defined in the Agreement.

<TABLE>
<S>           <C>        <C>
EXHIBITS       A         DEFINITIONS
               B         SPECIFIC PRODUCT ADDENDA
               C         GENERAL DEVELOPMENT PROVISIONS
               D         SUPPORT PLANS
               E         TRAINING PROGRAMS
               F         MINIMUM END USER TERMS
               G         INDEMNIFIED COUNTRIES
               H         AFFILIATE ENROLLMENT
               I         TRADE SECRET TRANSMITTAL FOR AAINFO
</TABLE>

AGREED TO AND ACCEPTED:

NEC CORPORATION                              ACTIVE VOICE CORPORATION

By: /s/ Hideaki Kihara                       By: /s/ Frank J. Costa
   ------------------------------------          -------------------------------

Title: V.P. Switching & Mobile Systems,      Title: President & CEO
      ---------------------------------             ----------------------------

Operations Unit                              Date: May 5, 1999
---------------------------------------           ------------------------------

Date: May 5, 1999
     ----------------------------------

                                      -22-
<PAGE>

                                   EXHIBIT A

                                  DEFINITIONS

1.   "ACTIVE VOICE DELIVERABLES" shall mean the Licensed Software, Active
     Voice Hardware, Technical Documentation, End User Documentation, and any
     other materials, information or rights disclosed, provided or licensed
     by Active Voice under this Agreement, specifically excluding any Third
     Party Software or Third Party Hardware. The Active Voice Deliverables
     for a particular product are listed and described in the SPA for that
     product, attached as an addenda to Exhibit B.

2.   "ACTIVE VOICE HARDWARE" shall mean the hardware components that Active
     Voice provides to NEC under this Agreement for which Active Voice
     undertakes any warranty, support and/or indemnity obligation to NEC.
     Components deemed Active Voice Hardware shall be so specified in any SPA.

3.   "AFFILIATES" shall mean any entity on or after the Effective Date
     controlling, controlled by or under common control with a Party. The
     term "control" herein shall mean the legal, beneficial or equitable
     ownership, directly or indirectly of more than fifty percent (50%) of
     the aggregate of all voting equity in such entity. An entity shall be
     deemed an Affiliate only for so long as such common control shall last.

4.   "BEST EFFORTS" shall mean that a Party has exercised its best efforts
     possible under the circumstances to effect a particular result; however,
     such standard shall not obligate a Party to incur any significant
     hardship, cost or other detriment that is disproportionate in comparison
     to the benefit to either Party or the desired result. If a Party
     obligated to exercise Best Efforts encounters any situation where Best
     Efforts are not feasible or practical, the parties agree to discuss in
     good faith the appropriate amount of effort that should be required in
     that case.

5.   "BETA TESTING" shall mean the external field test activity intended to
     demonstrate that the Licensed Software substantially conforms to the
     Specifications in the applicable Statement of Work.

6.   "CHANGE ORDER" shall mean a written agreement executed by authorized
     representatives of both Parties to modify and amend a Statement of Work.

7.   "DERIVATIVE WORK" shall mean any modification, alteration or adaption
     to an existing work and/or any work that would be deemed a derivative
     work under the Copyright Act, Title 17 of the U.S. Code, as amended.

8.   "DISTRIBUTOR" shall mean any party, including any NEC Affiliate, that
     receives a license from NEC to market and distribute the Licensed
     Software and/or Hardware Products. The term "Distributor" shall include,
     but not be limited to, resellers, original equipment manufacturers,
     value added resellers, systems integrators, dealers, agents and
     subdistributors of NEC Products.

9.   "END USER" shall mean any person or entity that purchases the Licensed
     Software for his, her or its personal use.

10.  "END-USER DOCUMENTATION" shall mean any End User installation and user
     guides, manuals, and other technical information in printed and
     machine-readable form that are normally provided by Active Voice to End
     Users of the Licensed Software, as further described in Exhibit H.

11.  "ENROLLED AFFILIATE" shall mean any NEC Affiliate enrolled as a direct
     Party to this Agreement via execution of an Enrollment Agreement with
     Active Voice and NEC.

12.  "FINAL ACCEPTANCE" shall mean final acceptance of an Active Voice
     Deliverable under the provisions of Section 3.2 in Exhibit C to the
     Agreement.



                                      -23-
<PAGE>

13.  "HARDWARE PRODUCT" shall mean a hardware product delivered by Active
     Voice to NEC hereunder that might be comprised of Active Voice Hardware,
     Third Party Hardware, Licensed Software and/or Third Party Software.

14.  "NEC HARDWARE SYSTEM" shall mean an interface board providing voicemail
     functionality when used with telephone systems which are manufactured by
     or for NEC, or supplied by or to NEC on an OEM basis. Such Hardware
     Systems shall meet applicable specifications for the Licensed Software,
     as such specifications may be set forth in a SPA.

15.  "HDD" shall mean a hard disk drive onto which either Active Voice or NEC
     installs the Licensed Software and any Third Party Software.

16.  "INTELLECTUAL PROPERTY RIGHTS" shall mean rights, whether prospective,
     pending or registered, including any renewals thereof, under or in
     connection with any patents (for the duration thereof), copyrights,
     maskworks, trade secrets, trademarks, service marks, trade dress,
     tradenames and other intangible property rights.

17.  "KEY" shall mean a key device designated by Active Voice as: (a) a
     "Production Key" which allows the Licensed Software to be downloaded to
     the NEC Hardware System, or (b) a "System Key" which allows an End User
     to utilize a specified number of ports in the Licensed Software.

18.  "LICENSED SOFTWARE" shall mean an Active Voice computer program,
     including any Maintenance Release or New Release thereto, and any
     Derivative Work created therefrom by Active Voice or the Parties
     jointly, specifically delivered to NEC by Active Voice under a SPA and
     licensed by Active Voice to NEC under the Agreement. Licensed Software
     may be installed in Hardware Products. In such case, the installed
     Licensed Software shall not lose its independent identity and shall
     still be identified as Licensed Software under this Agreement and not as
     part of or merged into any such Hardware Product. For purposes of this
     Agreement, "Licensed Software" shall not include: (a) any software owned
     by NEC under the provisions of Section 5.5 of the Agreement, even if
     Active Voice has contributed to the design or development of such
     software; (b) any Third Party Software unless specifically included in
     the Licensed Software; or (c) any software in any Third Party Hardware
     unless specifically included in the Licensed Software.

19.  "LOCALIZING" or "LOCALIZATION" shall mean translating the Licensed
     Software, End User or Technical Documentation from English into another
     language and making any other changes for reasonably necessary cultural
     reasons. Localizing or Localization shall not include feature
     improvement, added functionality, and/or engineering changes for
     interoperability or compatibility purposes.

20.  "MAINTENANCE RELEASE" shall mean any release or patch to an existing
     release of Licensed Software designed primarily to correct bugs or
     errors in previous releases.

21.  "MFB TERMS" shall mean Most-Favored Buyer Terms. For purposes of this
     Agreement, Most-Favored Buyer Terms means that NEC shall receive a price
     at least as low as the lowest price Active Voice offers to another
     similarly-situated customer in connection with substantially equivalent
     products, services or the Licensed Software. For purposes of this
     definition, "substantially equivalent" shall mean substantially
     equivalent in terms of features, functionality, development
     responsibilities, Intellectual Property Rights contributions, payment
     terms, funding, promotional and marketing efforts and abilities, market
     served and unit volume levels and guarantees. In addition to receiving
     MFB Terms for price, NEC shall also receive overall terms at least as
     favorable as those granted to any other party with respect to the
     Licensed Software.

22.  "MODIFIED END USER DOCUMENTATION" shall mean End User Documentation that
     has been modified, translated or localized by NEC or by Active Voice for
     NEC pursuant to a Statement of Work, for distribution with NEC Products.

23.  "MODIFIED SOFTWARE" shall mean any modification to or Derivative Work
     created from the Licensed Software pursuant to a Statement of Work.

24.  "NEC" shall mean NEC Corporation and any Enrolled Affiliate.



                                      -24-
<PAGE>

     25.  "NEC PRODUCTS" shall mean products distributed by NEC under the NEC
          name or the name of an NEC Affiliate, that include or incorporate
          the Licensed Software or Hardware Product, in whole or in part,
          and/or upgrades, modifications, new releases and/or new versions of
          such products.

     26.  "NEW RELEASE" shall mean an enhanced or revised release of the
          Licensed Software, as sometimes signified in the software industry
          by a change in the digit which appears immediately to the left or
          right of the decimal point in the version number.

     27.  "NEW PRODUCT" shall mean a product that Active Voice adds to its
          product line on a general basis. New Products do not include any
          products, features or functionality developed by Active Voice at
          the request, with the assistance, or implementing the Intellectual
          Property Rights of any third party.

     28.  "NRE" shall mean non-recurring expenses associated with development
          of NEC Products.

     29.  "OBJECT CODE" shall mean software, including all computer
          programming code, entirely in binary form, which is directly
          executable by a computer after suitable processing but without the
          intervening steps of compilation or assembly, and all help,
          message, and overlay files thereto.

     30.  "PRODUCT DISCONTINUANCE" shall mean discontinuance of an Active
          Voice product as determined by the criteria set forth in Section
          2.6 of the Agreement.

     31.  "ROYALTY UNIT AND/OR USE" shall mean a copy of the Licensed
          Software, in whole or in part, or an authorized use of the Licensed
          Software on a per server, per seat or per function basis, that is
          sold, licensed or distributed by NEC or its Distributors under the
          terms of this Agreement.

     32.  "SOURCE CODE" shall mean the software code from which Object Code
          is compiled. Source Code includes the commented software source
          code, as well as other materials such as design documents, data
          models, help materials, tutorial programs and any information or
          other programs necessary to compile the Source Code into
          executable, fully-functioning Object Code.

     33.  "SPA" shall mean a Specific Product Addendum, as described in
          Section 1.4 of the Agreement and as shall be attached to Exhibit B.

     34.  "SPECIFICATIONS" shall mean the technical specifications for the
          Licensed Software, as referenced in Exhibit H, attached hereto.
          Specifications shall also mean the technical specifications in any
          Statement of Work.

     35.  "STANDARD PRODUCT SPECIFICATION DOCUMENTS" shall mean the
          specifications published and made available by Active Voice on a
          general basis for various Active Voice products, as such
          specifications shall be referenced in particular SPAs.

     36.  "STATEMENT OF WORK" shall mean a Statement of Work for the Licensed
          Software, as may be attached to any SPA.

     37.  "SUPPORT" shall mean the support services that Active Voice
          provides to NEC in accordance with the Support Plan set forth in
          Exhibit D, attached hereto.

     38.  "TECHNICAL DOCUMENTATION" shall mean the design and architecture
          documentation that Active Voice provides to NEC under this
          Agreement.

     39.  "TEST PLAN" shall mean the plan used to evaluate the substantial
          conformity of an Active Voice Deliverable to a particular Statement
          of Work or Specification.

     40.  "THIRD PARTY HARDWARE" shall mean any third party hardware,
          including any documentation or other materials provided therewith,
          that Active Voice provides, or reprovides after loading, to NEC, its
          Distributors and/or End User customers on a pass-through license
          and warranty basis, with no additional Active Voice obligation
          undertaken.

     41.  "THIRD PARTY SOFTWARE" shall mean any software licensed or sold by
          any third party to Active Voice and/or NEC, including documentation
          or other materials, that Active Voice provides to NEC on a
          pass-through basis with the Licensed Software or Active Voice
          Hardware.

                                      -25-
<PAGE>

     42.  "THIRD PARTY DOCUMENTS" shall mean the end-user license agreements
          and documentation for Third Party Software or Third Party Hardware
          that contain the terms and conditions of use for such Third Party
          Software or Third Party Hardware.

     43.  "TRAINING" shall mean the training services that Active Voice
          provides to NEC in connection with the Licensed Software or Active
          Voice Hardware, in accordance with Exhibit E, attached to the
          Agreement.

     44.  "YEAR 2000 READY" shall mean that a product, will during the
          applicable warranty period set forth in the Agreement, be capable
          of accurately and correctly performing calculations and fully
          performing all operations involving dates falling on or after
          January 1, 2000, including leap year calculations, but not
          limited to storing, retrieving, processing, presenting,
          manipulating and/or receiving such dates, and regardless of whether
          such dates are read from an internal clock within hardware or
          entered by a user provided that all products (for example,
          hardware, software and firmware) used with the product properly
          exchange accurate date data with it.

                                      -26-