<PAGE>

                                                                   Exhibit 10.16

                                                     VAR Agreement Number_______
                                                  Nuance Agreement Number_______

                          Nortel--Nuance Confidential


                        VALUE-ADDED RESELLER AGREEMENT
                                    BETWEEN
                          NUANCE COMMUNICATIONS, INC.
                                      AND
                            NORTEL NETWORKS LIMITED

This Value-Added Reseller Agreement ("Agreement") is entered into as of this
31st day of August, 2000 (the "Effective Date") between Nuance Communications,
Inc., a Delaware corporation having a place of business at 1005 Hamilton Court,
Menlo Park, CA 94025 ("Nuance"), and Nortel Networks Limited, a Canadian
corporation, having a place of business at 8200 Dixie Road, Suite 1OO, Brampton,
Ontario, L6T 5P6, Canada ("NNL").

The parties understand and agree that any Subsidiary may become a part to this
agreement by signing a document agreeing to be bound by the terms hereof, a form
of which is attached hereto as Exhibit N, (the "Accession Agreement"), and
providing such Accession Agreement to Nuance in accordance with the notification
procedures of this Agreement.

This Agreement consists of this page ("Signature Page"), the attached terms and
conditions ("Terms and Conditions"), and the exhibits ("Exhibits") listed and
initialed by each party below. The parties may enter into Exhibits from time to
time, which Exhibits shall be so indicated on this Signature Page, shall be
signed by each party, and shall be attached hereto. All such Exhibits shall be
designated with sequential numerical suffixes, such as A-1, A-2 and A-3.


                                             DATE  NUANCE    VAR
EXHIBIT A - Application Description                /s/ BD   s/ DH
                                             ----  ------   -----
EXHIBIT B - Price List                             /s/ BD   s/ DH
                                             ----  ------   -----
EXHIBIT C - Limited Use License                             s/ DH
                                             ----  ------   -----
EXHIBIT C-1 - Limited Use License
              For Call Pilot                                s/ DH
                                             ----  ------   -----
EXHIBIT D - Professional Services                  /s/ BD   s/ DH
                                             ----  ------   -----
EXHIBIT E - Minimum Terms                          /s/ BD   s/ DH
                                             ----  ------   -----
EXHIBIT F - Technical Support Services             /s/ BD   s/ DH
                                             ----  ------   -----
EXHIBIT G - Nuance Trademarks                      /s/ BD   s/ DH
                                             ----  ------   -----
EXHIBIT H - Purchase Order Form                    /s/ BD   s/ DH
                                             ----  ------   -----
EXHIBIT I - Amendment                                       s/ DH
                                             ----  ------   -----
EXHIBIT J - Customer Specific                               s/ DH
                                             ----  ------   -----
EXHIBIT K - Escrow                                 /s/ BD   s/ DH
                                             ----  ------   -----
EXHIBIT L - Technical Support Services             /s/ BD   s/ DH
                                             ----  ------   -----
EXHIBIT M - Royalty Reporting                      /s/ BD   s/ DH
                                             ----  ------   -----
EXHIBIT N - Accession Agreement                    /s/ BD   s/ DH
                                             ----  ------   -----

AGREED TO:

NUANCE COMMUNICATIONS                 NORTEL NETWORKS LIMITED

By:    /s/ Brian Danella              By: /s/ David Hyslop
   -------------------------------        --------------------------------------
Title: /s/ VP and General Counsel     Title: /s/ Strategic illegible Procurement
      ----------------------------          ------------------------------------
Date:  20 Oct 00                      Date:  Oct 26, 2000
     -----------------------------          ------------------------------------

[*]= CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMMITED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.

                                       1
<PAGE>

                                                     VAR Agreement Number_______
                                                  Nuance Agreement Number_______

                          Nortel--Nuance Confidential


                             NUANCE COMMUNICATIONS
                        VALUE-ADDED RESELLER AGREEMENT
                             TERMS AND CONDITIONS

1.   DEFINITIONS. Capitalized terms used in this Agreement shall have the
     following meanings:

     "ACCEPTED ORDER" means a Purchase Order accepted by Nuance in accordance
     herewith.

     "APPLICATION" shall mean the software designated as such in an EXHIBIT D
     ("PROFESSIONAL SERVICES").

     "APPLICATION DOCUMENTATION" shall mean all information provided to VAR by
     Nuance which describes the form, features or operation of an Application
     and which is contained in a tangible medium, such as written format, tape,
     magnetic or other media. Application Documentation shall include any
     Updates of Application Documentation which Nuance may make available to VAR
     pursuant to this Agreement.

     "APPLICATION SPECIFICATION" shall mean the technical and performance
     specifications for an Application which are contained in and distributed
     with the Application Documentation.

     "APPLICATION WARRANTY" SHALL MEAN THE WARRANTY PROVIDED BY NUANCE FOR AN
     APPLICATION DEVELOPED IN ACCORDANCE WITH EXHIBIT D ("PROFESSIONAL
     SERVICES") AS FURTHER DEFINED IN EXHIBIT D ("PROFESSIONAL SERVICES").

     "AUTHORIZED APPLICATION" shall mean:

         a)  with respect to an Accepted Order in which VAR ordered licenses for
             "Tier 1 Applications" (as the same are described in Exhibit A), a
             software application that is a Tier 1 Application;

         b)  with respect to an Accepted Order in which VAR ordered licenses for
             "Tier 2 Applications" (as the same are described in Exhibit A), a
             software application that is a Tier 2 Application or Tier 1
             Application;

         c)  with respect to an Accepted Order in which VAR ordered licenses for
             "Tier 3 Applications" (as the same are described in Exhibit A), a
             software application that is a Tier 3 Application, Tier 2
             Application or Tier 1 Application; and

         d)  with respect to an Accepted Order in which VAR ordered licenses for
             "Tier 4 Applications" (as the same are described in Exhibit A), a
             software application that is a Tier 4 Application, Tier 3
             Application, Tier 2 Application or Tier 1 Application.

     "AUTHORIZED PORTS" shall mean, with respect to an Accepted Order, the
     number of recognition and/or verification Ports ordered by VAR thereunder
     for which Nuance has provided to VAR Keys in accordance herewith.

     "AUTHORIZED SUBLICENCEES" shall mean an End User or a third-party
     subdistributor, value-added reseller or subsidiary of VAR which has entered
     into a written agreement with VAR having terms and conditions substantially
     similar to those contained in this Agreement.

     "BASIC TECHNICAL SUPPORT SERVICES" shall have the meaning assigned to it in
     SECTION 13 ("TECHNICAL SUPPORT SERVICES").

     "CALL" shall mean a telephone call, voice-over-IP connection or other like
     connection between an individual and an Integrated System.

                                       2
<PAGE>

                                                     VAR Agreement Number_______
                                                  Nuance Agreement Number_______

                          Nortel--Nuance Confidential


  "CONFIDENTIAL INFORMATION" shall have the meaning assigned to it in SECTION
  6.1 ("DESIGNATION").

  "CONNECTED" shall mean, for any particular Call:

      a)  With respect to Nuance recognition software, that: (1) the Software
          (x) is preparing to recognize speech either by registering or
          recording identifying information or by gathering data from such Call
          to enable the Software to recognize speech, (y) is recognizing speech
          from such Call, or (z) has recognized speech from such Call; and (2)
          such Call has not been Disconnected; and

      b)  With respect to Nuance Verifier, that Nuance Verifier is in actual use
          and such Call has not been Disconnected.

  "DESIGNATED EMPLOYEES" shall mean an agreed number of regular employees of
  VAR, who shall be identified beforehand and in writing to Nuance by VAR,
  and who shall communicate with Nuance concerning the provision of Technical
  Support Services as provided in SECTION 13 ("TECHNICAL SUPPORT SERVICES AND
  IN SERVICE DATA").

  "DISCLOSING PARTY" shall have the meaning assigned to it in SECTION 6.1
  ("DESIGNATION").

  "DESIGNATED REPRESENTATIVE" shall mean a representative appointed by VAR to
  be the recipient of purchasing and pricing communications from Nuance,
  whose name, title and contact information are delivered in writing to
  Nuance by VAR; or any successor to the business duties of such person whose
  name, title and contact information are delivered in writing to Nuance by
  VAR; or in the absence of such a successor, the General Counsel of VAR; or
  in the absence of any of the foregoing, the President of VAR.

  "DISCONNECTED" shall mean, with respect to a particular Call, that (1) such
  Call has been terminated by the associated caller or (2) no further
  recognition or verification will be performed by the Software with regard
  to speech from such Call.

  "DOCUMENTATION" shall mean, all information provided to VAR by Nuance which
  describes the form, features or operation of the Software and which is
  contained in a tangible medium, such as written format, tape, magnetic or
  other media. Documentation shall include any Updates of Documentation which
  Nuance may make available to VAR pursuant to this Agreement.

  "EFFECTIVE DATE" shall have the meaning assigned to it in the first
  paragraph of this Agreement.

  "END USER" shall mean an entity which acquires an Integrated System,
  including the Software therein pursuant to an End User License Agreement,
  for its own use, and not for further distribution.

  "END USER LICENSE AGREEMENT" shall mean a written license agreement, in a
  commercially reasonable form, containing at least the Minimum Terms, and
  pursuant to which VAR shall grant sublicenses of the Software which is
  incorporated into an Integrated System.

  "ERROR" shall have the meaning assigned to it in SECTION 12.1 ("SOFTWARE
  WARRANTY").

  "EXHIBITS" shall have the meaning assigned to it in the second paragraph of
  this Agreement.

  "FEES" shall mean Software License Fees, Professional Services Fees,
  Technical Support Services Fees, some or all of the foregoing.

  "IN SERVICE DATA" shall mean the audio input to the Software resulting from
  End User telephone calls to the Integrated System whether in a pilot, trial
  or production use of the Integrated System.

                                       3
<PAGE>

                                                     VAR Agreement Number_______
                                                  Nuance Agreement Number_______

                          Nortel--Nuance Confidential


  "INTEGRATED SYSTEM" shall mean VAR's commercially available product, which
  may be hardware, software or a combination thereof, (1) into which the
  Software has been integrated in accordance with the license granted to VAR
  hereunder and (2) having substantial value in excess of that attributable
  to the Software.

  "KEY" shall mean a numerical or alpha-numerical code which is necessary to
  gain access to certain Software on certain media as delivered by Nuance
  hereunder.

  "MINIMUM TERMS" shall mean the End User License Agreement terms described
  in EXHIBIT E ("MINIMUM TERMS").

  "OBJECT CODE" shall mean computer software programs, not readily
  perceivable by humans, and suitable for machine execution without the
  intervening steps of interpretation or compilation.

  "PORT" shall mean one telecommunications connection which permits input for
  a single user into an Integrated System.

  "PORTS" shall mean the maximum number of Calls that may be simultaneously
  Connected to the Software pursuant to licenses granted by Nuance hereunder.

  "PREMIUM TECHNICAL SUPPORT SERVICES" shall have the meaning assigned to it
  in SECTION 13 ("TECHNICAL SUPPORT SERVICES AND IN SERVICE DATA").

  "PROFESSIONAL SERVICES FEES" shall mean the Fees for performance of
  Professional Services payable by VAR to Nuance as described in an EXHIBIT D
  ("PROFESSIONAL SERVICES").

  "PURCHASE ORDER" shall have the meaning assigned to it in SECTION 2
  ("PURCHASE ORDERS").

  "RECEIVING PARTY" shall have the meaning assigned to it in SECTION 6.1
  ("DESIGNATION").

  "RELEASE" shall mean a new, enhanced or revised iteration of Software,
  which may include corrections for Errors, and which is generally designated
  by Nuance with a change to one or more numbers to the right of the decimal
  point in the name of such Release, such as Release "1.x".

  "REPORT" shall have the meaning assigned to it in SECTION 10 ("REPORTS AND
  RIGHT TO AUDIT").

  "SALE", "SELL", "SELLING" or "SOLD" shall mean, with respect to the
  Integrated System, any sublicense of the Software as part of the Integrated
  System pursuant to the End User License Agreement, with or without
  consideration or other payment to VAR.

  "SIGNATURE PAGE" shall have the meaning assigned to it in the second
  paragraph of this Agreement.

  "SOFTWARE" shall mean the Nuance computer software programs set forth in
  Exhibit B, attached hereto, including Updates, if any, and accompanying
  Documentation, as licensed in accordance herewith.

  "SOFTWARE LICENSE" shall mean a license of the Software, in accordance with
  this Agreement.

  "SOFTWARE LICENSE FEES" shall mean those Fees for a Software License,
  payable by VAR to Nuance.

  "SOURCE CODE" shall mean computer software programs not in machine readable
  format and not suitable for machine execution without the intervening steps
  of interpretation or compilation.

                                       4
<PAGE>

                                                     VAR Agreement Number_______
                                                  Nuance Agreement Number_______

                          Nortel--Nuance Confidential

     "SPECIFICATIONS" shall mean the technical and performance specifications
     for the Software which are contained in and distributed with the
     Documentation.

     "SUBSIDIARY" shall mean any entity which is controlled by a party. A party
     shall be considered as in control of an entity if that party owns, or
     directly or indirectly controls, at least fifty percent (50%) of the voting
     stock or other ownership interest of such entity, or if it directly or
     indirectly possesses the power to direct or cause the direction of the
     management and policies of such entity by any means.

     "TECHNICAL SUPPORT SERVICES" shall mean Basic Technical Support Services,
     Premium Technical Support Services, either or both.

     "TECHNICAL SUPPORT SERVICES FEE" shall mean the annual Fee for Technical
     Support Services payable by VAR to Nuance described as such in an EXHIBIT F
     ("TECHNICAL SUPPORT SERVICES"), and as may be increased or decreased by
     Nuance, upon notice and at Nuance's discretion, subject to Section 9.1.7,
     upon each anniversary of the date of this Agreement.

     "TERM" shall have the meaning assigned to it IN SECTION 11 ("TERM AND
     TERMINATION").

     "TERMS AND CONDITIONS" shall have the meaning assigned to it in the second
     paragraph of this Agreement.

     "TEST AND INTEGRATION LICENSE" shall have the meaning described by Section
     3.3.

     "TOOLKIT" shall mean the Software known as "Nuance Developer's Toolkit."

     "TRADEMARKS" shall mean the trademarks, trade names, and service marks of
     Nuance which are described in EXHIBIT G ("NUANCE TRADEMARKS"), and as may
     be modified or supplemented upon notice from Nuance.

     "UPDATE" shall mean any modification of or addition to the Software or
     Documentation, including new Releases but not new Versions, for which
     Nuance does not charge an additional fee to licensees who are similarly
     situated to VAR.

     "VAR" shall mean NNL and any and all Subsidiaries that have executed and
     delivered an Accession Agreement in accordance herewith.

     "VERSION" shall mean a new, enhanced or revised iteration of Software,
     which may include corrections for Errors, and which is generally designated
     by Nuance with a change to one or more numbers to the left of the decimal
     point in the name of such Version, such as Version "X.1".

     "WARRANTY PERIOD" shall have the meaning assigned to it in SECTION 12
     ("WARRANTY AND DISCLAIMER").

2.   PURCHASE ORDERS.

     2.1  ISSUANCE OF PURCHASE ORDERS. VAR may, from time to time during the
          Term, issue to Nuance purchase orders which describe the Software
          Licenses, Professional Services, Technical Support Services or other
          goods or services which VAR wishes to obtain from Nuance ("Purchase
          Orders"). Purchase Orders shall be in a form substantially similar to
          the Purchase Order attached hereto as EXHIBIT H ("PURCHASE ORDER").
          Nuance agrees that VAR may, for purposes of administrative convenience
          use VAR's standard form of purchase order which may contain preprinted
          or other written terms and conditions. The parties understand and
          agree that such terms and conditions shall have no effect whatsoever.

     2.2  VAR agrees that any Purchase Order form must include the following
          information:

                                       5
<PAGE>

                                                     VAR Agreement Number_______
                                                  Nuance Agreement Number_______

                          Nortel--Nuance Confidential


         a)  The specific Nuance Software to be licensed including version
             number(s) and language(s);

         b)  The level of Technical Support ordered in connection with such
             Software;

         c)  The name and address of the Authorized Sublicensee to whom the
             Software License will issue.

         d)  Whether the physical location of the computer(s) on which the
             Sofware will run is within or outside the continental United States
             or Canada;

         e)  The number of Ports to be licensed per Application (as defined in
             Exhibit A); and

         f)  The Tier of each Application or Separate Application (as such terms
             are defined in Exhibit A) for which Ports have been ordered.

    2.3  ACCEPTANCE OR REJECTION OF PURCHASE ORDERS. Nuance shall have five (5)
         days from the date of receipt of each Purchase Order to accept or
         reject such Purchase Order and notify VAR of the acceptance or
         rejection of such Purchase Order. Any failure of Nuance to accept or
         reject a Purchase Order within the foregoing five (5) day period shall
         be deemed acceptance thereof. In the event Nuance accepts a Purchase
         Order, Nuance shall create and deliver to VAR the appropriate Key(s)
         within five (5) business days unless otherwise agreed through
         acceptance of the Purchase Order. The parties agree that neither party
         shall have any obligation with respect to a rejected Purchase Order.

3.   GRANT OF LICENSES.

     3.1  License Grant. Subject to all the terms and conditions hereof, Nuance
          -------------
          hereby grants to VAR a worldwide, non-exclusive, non-transferable
          license during the Term under all of Nuance's intellectual property
          rights in the Software:

          a)  to internally use and copy Software delivered to VAR in accordance
              herewith for the purpose of creating an Integrated System;

          b)  to reproduce the Integrated System in copies; and

          c)  with respect to each Accepted Order,

              i)   to distribute, either directly or through subdistributors who
                   are Authorized Sublicensees, one or more of such copies to
                   the End User specified therein; and

              ii)  to permit such End User to copy and use, pursuant to an End
                   User License Agreement the Software ordered in such Accepted
                   Order as incorporated into the Integrated System solely to
                   recognize or verify speech (1) using an Authorized
                   Application; (2) from Calls Connected to the Software through
                   not more than the Authorized Ports; and (3) using computers
                   physically located in the geographic location specified in
                   such Accepted Order

     3.2  COPIES. VAR may make a reasonable number of copies of the Software for
          VAR's internal back-up and archival purposes only, provided that all
          such copies shall bear the original and unmodified copyright, patent
          and other intellectual property markings as when originally delivered
          by Nuance.

    3.3  PROVISION OF [***]. Nuance shall provide to VAR a [***] which will
         contain the Software and a [***] for the purposes of generating copies
         of the Software for use in [***]. Reporting and payment for all copies
         of the Software shall be in accordance with the terms and conditions of
         this Agreement as defined herewith.

[*]= CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.

                                       6
<PAGE>

                                                     VAR Agreement Number_______
                                                  Nuance Agreement Number_______

                          Nortel--Nuance Confidential


  3.4  TEST AND INTEGRATION LICENSE. VAR is hereby granted a no-charge, royalty-
       free, non-exclusive, non-transferable license to use the Software for the
       purpose of internal testing, analysis, and technical integration with
       equipment manufactured by VAR, and/or sales demonstration of the
       Software, including the right to make a minimum number of copies of
       Software for the sole purpose of facilitating such internal activities by
       VAR ("Test and Integration License").

  3.5  ADDITIONAL RESTRICTIONS.

       3.5.1  NO IMPLIED LICENSES. The Software, including all copies thereof,
              are and shall remain at all times the exclusive property of
              Nuance. VAR acquires no rights or licenses therein except those
              expressly granted herein.

       3.5.2  NO TRANSFER. Except as expressly provided in this SECTION 3
              ("GRANT OF LICENSES"), VAR may not market, distribute or transfer
              copies of the Software to others or electronically transfer the
              Software from one computer to another over a network; except that,
              VAR may transfer copies of the Software to a similarly configured
              back-up system: for the contingency of primary system failure
              (redundancy) and routine installation, warranty and maintenance
              services. VAR may also transfer licensed copies of the Software in
              conjunction with Integrated Systems that are configured in a
              network environment.

       3.5.3  NO REVERSE ENGINEERING. VAR hereby acknowledges that the Software
              contains valuable trade secret and confidential information of
              Nuance. VAR agrees not to reverse compile, reverse engineer,
              reverse assemble, or otherwise attempt, directly or indirectly, to
              obtain or create Source Code for the Software.

       3.5.4  RE-CONNECTING. VAR shall not cause or permit Calls that have been
              Disconnected to thereafter be re-Connected for the purpose of
              reducing the number of Ports required to provide voice recognition
              to simultaneous callers to the Integrated System. VAR shall ensure
              that the number of Ports provisioned with respect to the Software
              in any Integrated System is sufficient to support the maximum
              number of simultaneous callers to such Software.

  3.6  [***] Nuance agrees to provide to VAR a [***] which shall enable VAR to
       [***] as are necessary for use in [***] and shall provide [***] as are
       necessary for use in [***] and shall provide [***] as are reasonably
       necessary to [***] for purposes of [***]. Notwithstanding anything to the
       contrary in this Agreement, VAR hereby acknowledges that VAR shall have
       no right or license to any Software shipped to VAR on media as provided
       above which Software is not properly licensed, that any such Software is
       included therein solely as a matter of administrative convenience, and
       VAR further agrees not to attempt to gain access to, or permit any third
       party to attempt to gain access to, such Software.

       Nuance and VAR agree to work in good faith to define and implement a
       process that will enable [***] [***]. Such process will include [***]
       that are required by Nuance to protect its intellectual property [***].
       Nuance and VAR agree to make best efforts to define and agree to such a
       process within [***] of the signing of this Agreement and to implement
       the process as quickly as practicable thereafter. Failure to define such
       process within [***] will not be deemed a material breach of this
       agreement.

  3.6  TRADEMARK LICENSE.

[*]= CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.

                                       7
<PAGE>

                                                     VAR Agreement Number_______
                                                  Nuance Agreement Number_______

                          Nortel--Nuance Confidential


          3.6.1  GRANT OF LICENSE. Nuance hereby grants to VAR, with the right
                 to sublicense to Authorized Sublicensees other than End Users,
                 a nonexclusive, nontransferable limited license to use the
                 Trademarks on copies of the Integrated System and in
                 advertising and printed materials therefor, provided that the
                 notices of trademark status as described in EXHIBIT G are
                 displayed adjacent to and with the first or most prominent use
                 of the Trademarks in each piece of advertising or printed
                 materials in which such Trademarks appear and includes the
                 respective legends adjacent to or as a footnote to the
                 Trademarks as described in EXHIBIT G. EXHIBIT G may be amended
                 from time to time to reflect the current trademark status of
                 existing marks and to add new trademarks. VAR agrees to
                 diligently comply with updated trademark requirements as
                 reflected in amendments to EXHIBIT G.

          3.6.2  USE OF TRADEMARKS; RESTRICTIONS. VAR agrees not to use any
                 other trademark or service mark in close proximity to the
                 Trademarks or combine such marks so as to effectively create a
                 unitary composite mark without the prior, written permission of
                 Nuance. VAR agrees to comply with all the foregoing terms in
                 its catalogs, advertising, packaging and promotional materials
                 relating to or including the Integrated System and ensure
                 compliance with these terms by its Authorized Sublicensees
                 (other than End Users).

          3.6.3  OWNERSHIP AND QUALITY. VAR acknowledges the ownership of the
                 Trademarks in Nuance, agrees that it will do nothing
                 inconsistent with such ownership, agrees to use reasonable
                 efforts to preserve Nuance's rights in the Trademarks, and
                 agrees that all uses of the Trademarks by VAR and Authorized
                 Sublicensees (other than End Users) shall inure to the sole
                 benefit of Nuance. VAR agrees to cooperate with Nuance and
                 ensure cooperation by Authorized Sublicensees (other than End
                 Users) in facilitating Nuance's monitoring and control of the
                 nature and quality of such Integrated System, and to supply
                 Nuance with specimens of use of the Trademarks upon request.
                 VAR shall comply, and ensure compliance by Authorized
                 Sublicensees (other than End Users), with all applicable laws,
                 rules, regulations, and customs with respect to the Trademarks,
                 and shall notify Nuance immediately and in writing of any
                 unauthorized use of the Trademarks by any third party. Nuance
                 shall have the sole right to bring any legal proceeding with
                 respect to any such unauthorized use.

4.   PROFESSIONAL SERVICES. In the event that VAR has entered into an EXHIBIT D
     ("PROFESSIONAL SERVICES") as indicated on the Signature Page, Nuance agrees
     to use its commercially reasonable efforts to develop and deliver to VAR
     the Professional Services described therein according to the milestone
     schedule also described therein. The content of Exhibit D shall, in all
     events, include the following mutually agreed terms: specifications of any
     deliverable item or work product, delivery schedule, acceptance criteria,
     documentation specifications and warranty period.

     4.1  OWNERSHIP. Unless otherwise provided in a statement of work, Nuance
          shall own all deliverables created pursuant to such professional
          services and, upon Nuance's receipt of payment for same, Nuance grants
          to VAR a perpetual, world-wide, nonexclusive, royalty-free, fully-paid
          license under Nuance's intellectual property rights to use such
          deliverables in conjunction with Nuance Software. In the event that an
          Application is developed by Nuance under the terms of an EXHIBIT D
          ("PROFESSIONAL SERVICES"), [***]

5.   DELIVERY AND ACCEPTANCE

     5.1  Nuance shall deliver all of the Software ordered by VAR on or before
          the date shown on the applicable Order Form. Delivery shall be FOB
          VAR's offices, freight prepaid by Nuance, unless otherwise indicated
          in the Order Form. Partial deliveries are not authorized.

[*]= CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.

                                       8
<PAGE>

                                                     VAR Agreement Number_______
                                                  Nuance Agreement Number_______

                          Nortel--Nuance Confidential


     5.2  Unless modified by an Exhibit J, Software licensed hereunder, shall
          have a test period of ten (10) days duration, provided, however, that
          should an acceptance test failure occur during such ten (10) day
          period, all subsequent re-testing shall occur pursuant to an
          additional ten (10) day period.

     5.3  In no event shall any Update delivered by Nuance cause any Software or
          Documentation previously accepted by VAR to perform less favorably in
          any material respect than as described in the Specifications in effect
          at the time of such acceptance.

     5.4  Nuance shall use commercially reasonable efforts to (a) minimize the
          frequency of new Releases, Updates and Versions by optimal engineering
          development, process, controls, and quality assurance procedures; (b)
          anticipate and accommodate, to the greatest degree possible, a typical
          lead-time for internal testing and evaluation by VAR of 60 days for
          new Releases, Updates or Versions.

     5.5  VAR shall have the right to order Software, Releases or Versions which
          were previously ordered by VAR during the preceding 15 month period or
          the prior three releases, whichever is later. Such Software, Releases
          or Versions, and their respective Documentation and Updates, shall be
          identical in form, function and all other respects, and be fully and
          effectively supported by Nuance during the Warranty Period set forth
          in Section 12.1 and any period of Technical Support Services described
          in Exhibit F.

     5.6  CUSTOMER SPECIFIC ACCEPTANCE REQUIREMENTS. Any customer specific
          acceptance requirements that have been negotiated and agreed upon by
          the parties in good faith shall be made solely pursuant to an Exhibit
          J ("Customer Specific Acceptance Requirements").

6.   CONFIDENTIAL INFORMATION.

     6.1  DESIGNATION. Each party (the "Disclosing Party") may from time to time
          during the Term of this Agreement disclose to the other party (the
          "Receiving Party") certain non-public information regarding the
          Disclosing Party's business, including technical, marketing,
          financial, personnel, planning, and other information ("Confidential
          Information"). The Disclosing Party shall mark all such Confidential
          Information in tangible form with the legend `confidential',
          `proprietary', or with similar legend. With respect to Confidential
          Information disclosed orally, the Disclosing Party shall describe such
          Confidential Information as such at the time of disclosure, and shall
          confirm such Confidential Information as such in writing within thirty
          (30) days after the date of oral disclosure. Regardless of whether so
          marked, however the Software itself (in Source Code and Object Code
          formats), shall be deemed to be the Confidential Information of
          Nuance.

     6.2  PROTECTION OF CONFIDENTIAL INFORMATION. Except as expressly permitted
          by this Agreement, the Receiving Party shall not disclose the
          Confidential Information of the Disclosing Party and shall use at
          least the same degree of care which the Receiving Party ordinarily
          uses with respect to its own proprietary information, but in no event
          with less than reasonable care. The Receiving Party shall not use the
          Confidential Information of the Disclosing Party for any purpose not
          expressly permitted by this Agreement, and shall limit the disclosure
          of the Confidential Information of the Disclosing Party to the
          employees or agents of the Receiving Party who have a need to know
          such Confidential Information for purposes of this Agreement, and who
          are, with respect to the Confidential Information of the Disclosing
          Party, bound in writing by confidentiality terms no less restrictive
          than those contained herein. The Receiving Party shall provide copies
          of such written agreements to the Disclosing Party upon request;
          provided, however, that such agreement copies shall themselves be
          deemed Confidential Information.

     6.3  EXCEPTIONS. Notwithstanding anything herein to the contrary,
          Confidential Information shall not be deemed to include any
          information which: (A) was already lawfully known to the Receiving
          Party at the time of disclosure by the Disclosing Party as reflected
          in the written records of the Receiving Party; (B) was or has been
          disclosed by the Disclosing Party to a third party without obligation
          of confidence; (C) was or becomes lawfully known to the general public

                                       9
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                                                     VAR Agreement Number_______
                                                  Nuance Agreement Number_______

                          Nortel--Nuance Confidential


          without breach of this Agreement; (D) is independently developed by
          the Receiving Party; (E) is approved in writing by the Disclosing
          Party for disclosure by the Receiving Party; (F) is required to be
          disclosed in order for the Receiving Party to enforce its rights under
          this Agreement; or (G) is required to be disclosed by law or by the
          order or a court or similar judicial or administrative body; provided,
          however, that the Receiving Party shall notify the Disclosing Party of
          such requirement immediately and in writing, and shall cooperate
          reasonably with the Disclosing Party, at the Disclosing Party's
          expense, in the obtaining of a protective or similar order with
          respect thereto.

     6.4  RETURN OF CONFIDENTIAL INFORMATION. The Receiving Party shall return
          to the Disclosing Party, destroy or erase all Confidential Information
          of the Disclosing Party in tangible form: (A) upon the written request
          of the Disclosing Party (except for Software contained in such
          Confidential Information); or (B) upon the expiration or termination
          of this Agreement, whichever comes first, and in both cases, the
          Receiving Party shall certify promptly and in writing that it has done
          so. Except for the rights expressly described herein, VAR is not
          granted any rights to any Nuance patents, copyrights, trade secrets,
          trade names, trademarks (whether or not registered), or any other
          rights, franchises or licenses.

7.   PROPRIETARY NOTICES.

     7.1  REQUIRED NOTICES. VAR agrees that as a condition of its rights
          hereunder, each copy of the Software shall contain the same
          proprietary notices which appear on or in Software as provided by
          Nuance to VAR and as otherwise reasonably required by Nuance.

     7.2  UNAUTHORIZED DISTRIBUTION OR COPYING. VAR agrees that: (A)
          distributing, copying, duplicating or otherwise reproducing all or any
          part of the Software (except as expressly permitted by this
          Agreement); or (B) distributing copies of all or any portion of the
          Software other than in conjunction with the Integrated System and in
          strict accordance with this Agreement, will be considered a material
          breach of this Agreement. Regardless of any cure period under any
          other section of this Agreement, Nuance shall have the immediate right
          to seek injunctive relief for breach under this Section. In any event,
          and regardless of any other cure period under this agreement, the cure
          period for breach under this SECTION 7.2 shall be a maximum of ten
          (10) days.

8.   MARKETING.

     8.1  MARKETING OF INTEGRATED SYSTEM. VAR agrees to use its commercial best
          efforts to Sell the Integrated System to End Users pursuant to the End
          User License. VAR agrees to actively and diligently develop, promote,
          market, solicit orders for, maintain and support Integrated Systems in
          a manner which reflects favorably on the Nuance Products and the good
          will and reputation of the parties.

     8.2  COMPETITIVE PRODUCTS. Subject to all terms of this Agreement,
          including without limitation the provisions of SECTION 6
          ("CONFIDENTIAL INFORMATION"), and the intellectual property rights of
          each party, nothing in this Agreement shall prevent either party from
          developing or having developed any goods or services, regardless of
          their similarity to the goods and services of the other party, or
          shall prevent either party from entering into any agreement with any
          third party.

     8.3  COOPERATIVE SALES EFFORTS. Nuance and VAR agree to cooperative sales
          activities as follows:

          8.3.1 Nuance and VAR mutually agree that when joint commitments are
                made in writing to pursue a specific business opportunity,
                neither will make a joint proposal for that business opportunity
                with any third party except by prior mutual written agreement
                between VAR and Nuance.

                                       10
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                                                     VAR Agreement Number_______
                                                  Nuance Agreement Number_______

                          Nortel--Nuance Confidential


          8.3.2 Nuance may choose to call directly on any prospect as may VAR.
                Nuance will determine whether any resulting opportunities
                represent a joint opportunity with VAR and if so will seek to
                involve VAR. However, if Nuance has reseller relationships with
                more than one bidder in a competitive procurement, Nuance will
                provide equivalent reseller support to all resellers regardless
                of which is the installed supplier.

          8.3.3 Nuance agrees that it will not [***] by [***] End Users or
                Authorized Sublicensees [***]. If a [***] required to [***]
                Nuance and VAR agree to jointly review the sales situation to
                determine if [***] is appropriate.

          8.3.4 If Nuance's direct sales activity identifies a prospect's
                preference for a supplier of voice processing solutions other
                than VAR based upon installed base, prior relationships, etc.,
                Nuance will be free to work with the prospect's preferred
                supplier.

     8.4  COOPERATIVE MARKETING EFFORTS. Nuance and VAR agree to cooperative
          marketing activity as follows:

          8.4.1 Nuance and VAR agree to meet quarterly (in person or by
                conference call) to review market, sales and product
                requirements and to agree to needed actions to achieve the
                objectives of this Agreement.

          8.4.2 VAR agrees to provide Nuance a quarterly forecast of anticipated
                sales and expected revenue. Nuance agrees to provide appropriate
                support to VAR's sales efforts (i.e. provide marketing/sales
                documentation, accompany VAR on specific customer calls as
                agreed appropriate, etc.).

          8.4.3 In an effort to promote the relationship, Nuance and VAR agree
                to use commercially reasonable efforts to provide Nuance with
                monthly updates on forecasts of projected sales volumes of
                Nuance products. Especially in the event of pending significant
                transactions or series of transactions, Nuance and VAR shall
                work together in good faith to track the progress of said
                transactions. Failure to comply with this section 8.4.3 shall
                not constitute material breach of this agreement.

          8.4.4 When VAR is the prime contractor to an End User for a specific
                project, Nuance will respond to End User requests for
                information, data or documentation that are specific to such
                project [***], unless otherwise agreed in writing.
                VAR agrees to make reasonable efforts to include Nuance's
                project manager in project status reviews and meetings which
                relate to Nuance Software or Professional Services, as
                applicable, to assure Nuance's understanding of End User
                requirements to permit Nuance to develop an appropriate response
                in cooperation with VAR for communication to End User [***].

          8.4.5 VAR shall not describe the Software in a way that implies or
                states that it is owned or has been developed by VAR. When
                referring specifically to the Software or its underlying
                technology, VAR will use the Nuance name or trademarks. VAR may
                describe a marketing concept such as Large Vocabulary
                Recognition (LVR) that includes the Software and software from
                other companies without specific reference to Nuance's name or
                trademarks.

9.   INVOICES AND PAYMENTS.

     9.1  INVOICES. Nuance shall issue payment invoices from time to time for
          Fees and any other amounts due hereunder. VAR shall make payment to
          Nuance of all such payment invoices in the lawful money of the United
          States of America.

[*]= CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTION.

                                       11
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                                                     VAR Agreement Number_______
                                                  Nuance Agreement Number_______

                          Nortel--Nuance Confidential


    9.1.1 SELF-PROVISIONING OF LICENSES AND ROYALTY REPORTING. Nuance has
          provided to VAR a [***] Additional copies of a [***] may be provided
          by amendment to this Agreement. The royalty report (Exhibit M) will be
          generated on a [***] basis, with the report being due on the [***]
          after the [***] end. Payment is due [***] after the report due date.
          Initially, Nuance and VAR will have a [***]. During the [***] period,
          VAR will provide [***] shipped, but order licenses through the
          standard process. At the end of [***] if the reports conform to Nuance
          requirements and are received per the agreed deadlines, then the [***]
          will be considered effective. [***] in existence and in possession or
          control at the time of the signing of this Agreement.

    9.1.2 PAYMENT FOR SOFTWARE. Payment for Software for any licenses not
          purchased per 9.1.1 will be due within [***] after the [***] in which
          the Software was accepted under Section 5.2.

    9.1.3 PAYMENT FOR TECHNICAL SUPPORT SERVICES. Subject to the terms specified
          in EXHIBIT F, SCHEDULE 1 ("TECHNICAL SUPPORT SERVICES FEE SCHEDULE"),
          payment for Technical Support Services, shall be made as follows:

          i)  For new customers beginning on support,: At the end of each [***],
              VAR will provide a report showing which customers began support in
              that [***]. The report will be provided within [***] of the end
              of each quarter. Nuance will invoice, and VAR will pay a [***] for
              the portion of that quarter that the customer was on support in
              arrears, as well as [***], in accordance with the terms as further
              defined in Schedule 1 of Exhibit F. At the end of the first full
              quarter that a customer is on support, the billing of their
              support renewals will be done per the terms of existing customers
              renewing support. Support begins at the end of Warranty Period.

          ii) For existing customers renewing support: [***] for that quarter.
              Payment terms for existing customers renewing support will be
              [***].

    9.1.4 PAYMENT FOR PROFESSIONAL SERVICES OR MISCELLANEOUS FEES AND SERVICES.
          Payment for Professional Services shall be made as agreed within an
          EXHIBIT D ("PROFESSIONAL SERVICES"). Payment for miscellaneous fees or
          services will be due thirty (30) days following the issuance of an
          invoice from Nuance to VAR in conformance with the terms of an Exhibit
          D.

    9.1.5 UPDATES AND SUPPORT SERVICES FOR THE STOCKS & MUTUAL FUNDS. Grammars
          update services shall be due for the [***] upon commencement of
          delivery of services. Payment should be [***] per the terms of section
          9.1.2.

    9.1.6 STANDARD DISCOUNT TERMS. VAR will be eligible for the following
          discounts off Nuance's [***]. Discount for this agreement will be
          established based on the following levels:


                   -------------------            ---------------
                          [***]                        [***]

[*]= CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMMITED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMMITED PORTIONS.

                                       12



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                                                     VAR Agreement Number_______
                                                  Nuance Agreement Number_______

                          Nortel--Nuance Confidential

                                     [***]
                                     [***]


          9.1.7 OTHER DISCOUNTS VAR will receive a [***] the Stocks and
                Mutual Funds Grammar Update Service. Nuance will conduct [***]

          9.1.8 [***] [***]

     9.2  EFFECT OF LATE PAYMENT. All late payments of payment invoices by VAR,
          not subject to good faith dispute, shall bear interest at a rate of
          one and one- half percent (1.5%) per month or partial month during
          which any sums under such payment invoices were owed and unpaid, or
          the highest rate allowed by law, whichever is lower.

     9.3  EFFECT OF NON-PAYMENT. Any failure of VAR to make payment of any
          payment invoice in the manner described in this SECTION 9 ("INVOICES
          AND PAYMENTS") may, at Nuance's discretion, be considered a material
          breach of this Agreement by VAR for purposes of initiating the
          procedures set forth in paragraph 11.2 of SECTION 11 ("TERM AND
          TERMINATION").

     9.4  EFFECT OF REDUCED REVENUE TO NUANCE. In the event that revenue to
          Nuance drops below [***] after the initial term of this agreement,
          Nuance reserves the right to reset the discount schedule to Nuance's
          then standard VAR discounts.

10.  REPORTS AND RIGHT TO AUDIT.

     10.1 REPORTS. Upon Nuance's enabling VAR to [***] as described in SECTION
          [***], VAR shall prepare and deliver to Nuance within [***] Nuance
          may provide, from time to time, a form of Report which VAR agrees to
          follow with respect to carrying out the foregoing obligations.

          VAR shall also report the [***]

     10.2 RIGHT TO AUDIT. VAR shall maintain written records describing the use
          and location of all copies of the Software, including without
          limitation any such copies in the possession or control of VAR. Upon
          Nuance's written request, VAR shall provide Nuance with all
          information and assistance necessary to enable Nuance to determine (a)
          whether VAR has categorized any or all


[*]= CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
                                       13
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                                                     VAR Agreement Number_______
                                                  Nuance Agreement Number_______

                          Nortel--Nuance Confidential


          Applications in the appropriate Tier(s); and (b) whether any Calls are
          being Disconnected and Reconnected outside the scope of the licenses
          granted herein. In connection with the foregoing obligation, VAR may
          provide, without limitation, data generated by the call logging
          features of the Software (if such features are enabled), the access
          phone number(s) for any Application or Separate Application, a copy of
          any Application, Separate Application or other VAR software requested
          by Nuance, and other information similarly useful to enable Nuance to
          exercise its audit rights hereunder. Provision of such information by
          VAR shall not in any way restrict Nuance's right to request additional
          information hereunder. All information and software provided to Nuance
          or its agents pursuant to this Section 10.2 shall be treated as
          confidential by Nuance.

          VAR agrees that, upon written request by Nuance, VAR will assist
          Nuance to verify that Authorized Sublicensees are complying with the
          applicable licenses granted hereunder. Accordingly, VAR shall use
          reasonable efforts to include a provision in its agreements with all
          Authorized Sublicensees that such parties will provide to VAR, upon
          VAR's request, all assistance and information required to enable VAR
          to verify that Authorized Sublicensees are complying with the
          applicable licenses granted by VAR pursuant to this Agreement. All
          information provided by VAR to Nuance in connection with the foregoing
          obligation shall be treated by Nuance as VAR's Confidential
          Information.

          VAR shall also maintain a complete, clear, and accurate record of: (A)
          the location of each copy of the Software while in VAR's possession;
          (B) the number, type, Authorized Sublicensee identity and location for
          Software Sold or sublicense in an Integrated System or used internally
          by VAR during each calendar month; and (C) any other information which
          may be reasonably required by Nuance to determine whether VAR is
          complying with the terms of this Agreement. To ensure compliance with
          the terms of this Agreement, Nuance shall have the right, at its own
          expense and exercisable by outside auditors mutually agreed upon by
          the parties, to audit and to obtain copies of all such written records
          provided such audit does not interfere unreasonably with VAR's day to
          day business operations and that such auditors sign VAR's non-
          disclosure agreement. Such non-disclosure agreement shall be
          commercially reasonable and will not prohibit the auditors from
          disclosing their findings to Nuance. Nuance may exercise such right to
          audit upon reasonable advance notice to VAR, and no more frequently
          than one (1) time each calendar year. If any such audit should
          disclose any underpayment of Fees, VAR shall promptly pay Nuance such
          underpaid amount, together with interest thereon at a rate of one and
          one-half percent (1.5%) per month or partial month during which each
          such amount was owed and unpaid, or the highest rate allowed by law,
          whichever is lower. If the amount of such underpayment exceeds five
          percent (5%) of amounts otherwise payable, then VAR shall immediately
          reimburse Nuance for Nuance's reasonable and customary audit expenses.

11.  TERM AND TERMINATION.

     11.1 TERM. This Agreement shall remain in effect for an initial period
          [***]. At the expiration of the initial period, this Agreement shall
          automatically renew for subsequent [***] periods unless either party
          provides written notice of an intention not to renew for a given
          period. Any given period is subject to earlier termination by either
          party as hereinafter provided. Any End User License already entered
          into by VAR as of the date of the expiration or termination of this
          Agreement shall remain in effect provided that all associated End
          Users have at all times remained in strict compliance with the terms
          of the End User License. Nuance shall continue to provide Level 3
          Technical Support Services to VAR for applicable End User Support so
          long as VAR continues payment to Nuance of all applicable Technical
          Support Fees, but in no event shall VAR enter into any new Technical
          Support Services agreements with End Users subsequent to the
          expiration or termination of this Agreement.

     11.2 TERMINATION FOR MATERIAL BREACH. Either party may terminate this
          Agreement immediately upon written notice for the material breach of
          the other party, which material breach has remained uncured for period
          of thirty (30) days from the date of delivery of written notice
          thereof to the breaching party. The parties expressly understand and
          agree that any uncured failure

[*]=CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
                                       14
<PAGE>

                                                     VAR Agreement Number_______
                                                  Nuance Agreement Number_______

                          Nortel--Nuance Confidential


          of VAR to undertake the efforts described by SECTION 8.1 may be deemed
          a material breach of this Agreement.

     11.3 EFFECT. In the event of any termination of this Agreement as provided
          in SECTION 11.2 ("TERMINATION FOR MATERIAL BREACH"), and except as
          further described below, all licenses granted by Nuance hereunder
          shall immediately terminate, and VAR shall immediately return to
          Nuance all material belonging to Nuance or its licensors, including
          without limitation all copies of the Software and Nuance Confidential
          Information, and shall promptly certify to Nuance in writing that VAR
          has done so. Any End User License already entered into by VAR as of
          the date of the foregoing material breach by VAR shall remain in
          effect provided that all associated End Users have at all times
          remained in strict compliance with the terms of the End User License.
          Nuance shall continue to provide Level 3 Technical Support Services to
          VAR for applicable End User support so long as VAR continues payment
          to Nuance of all applicable Technical Support Services Fees, but in no
          event shall VAR enter into any new Technical Support Services
          agreements with End Users subsequent to such breach. Solely in the
          event of a termination of this Agreement for Nuance's material breach,
          and in addition to any other available remedies, VAR shall, for a
          period not to exceed ninety (90) days have the right to Sell, pursuant
          to the terms of this Agreement, any remaining Integrated Systems which
          were in VAR's inventory on the date of the foregoing material breach.

12.  WARRANTY AND DISCLAIMER.

     12.1 SOFTWARE WARRANTY. Nuance warrants that for a period of ninety (90)
          days from acceptance of Software pursuant to SECTION 5 ("DELIVERY AND
          ACCEPTANCE") (hereinafter the "Warranty Period"), the Software shall
          meet all of Nuance's material Specifications for the Software at the
          time of acceptance for use on an Integrated System. Each instance in
          which the Software fails to meet such material Specifications shall be
          considered an "Error." If VAR reports to Nuance any Errors in such
          Software during the applicable Warranty Period, and provides such
          detail as Nuance may reasonably require to permit Nuance to reproduce
          such Errors, then Nuance, at its expense, shall modify or replace the
          Software, or provide Updates to correct such Errors.

     12.2 [***]

     12.3 DISCLAIMER. THE WARRANTY SET FORTH SUBSECTION 12.1 ("SOFTWARE
          WARRANTY") STATES NUANCE'S SOLE AND EXCLUSIVE WARRANTY TO VAR AND ANY
          THIRD PARTY CONCERNING THE "SOFTWARE" AND THE EXCLUSIVE REMEDY FOR
          BREACH OF WARRANTY. EXCEPT AS EXPRESSLY SET FORTH IN SUBSECTION 12.1
          ("SOFTWARE WARRANTY"), THE "SOFTWARE" IS PROVIDED STRICTLY "AS IS,"
          AND NUANCE MAKES NO ADDITIONAL WARRANTIES, EXPRESS, IMPLIED, ARISING
          FROM COURSE OF DEALING OR USAGE OF TRADE, OR STATUTORY, AS TO THE
          "SOFTWARE" OR ANY MATTER WHATSOEVER. IN PARTICULAR, ANY AND ALL
          WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND
          NON- INFRINGEMENT (EXCEPT IN ACCORDANCE WITH SECTION 12.2 ARE
          EXPRESSLY EXCLUDED. THIS IS A LIMITED WARRANTY AND IS THE ONLY
          WARRANTY MADE BY NUANCE. VAR SHALL NOT HAVE THE RIGHT TO MAKE OR PASS
          ON, AND SHALL TAKE ALL MEASURES NECESSARY TO ENSURE THAT NEITHER VAR
          NOR ANY OF ITS AGENTS OR EMPLOYEES SHALL MAKE OR PASS ON, ANY EXPRESS
          OR IMPLIED WARRANTY OR REPRESENTATION ON BEHALF OF NUANCE OR ITS
          LICENSORS TO ANY END USER OR THIRD PARTY.

13.  TECHNICAL SUPPORT SERVICES AND IN SERVICE DATA.

     13.1 PROVISION OF TECHNICAL SUPPORT SERVICES. In the event that VAR has
          elected to receive Technical Support Services as indicated on an
          EXHIBIT F ("TECHNICAL SUPPORT

[*]= CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.

                                       15
<PAGE>

                                                     VAR Agreement Number_______
                                                  Nuance Agreement Number_______

                          Nortel--Nuance Confidential

    SERVICES"), and has paid all associated Technical Support Services
    Fees as invoiced by Nuance, VAR shall be entitled to receive Technical
    Support Services as hereinafter described. For purposes of this
    Agreement, "Technical Support Services" shall consist of:

    13.1.1 The right of VAR's Designated Employees to contact Nuance by
           telephone or e-mail and to consult with Nuance regarding the
           installation, functions and operation of the Software or
           Application;

    13.1.2 The right of VAR's Designated Employees to contact Nuance by
           telephone or e-mail to consult with Nuance regarding Errors in
           the Software or Application which Errors have been brought to
           Nuance's attention by VAR's Designated Employees;

    13.1.3 The right to obtain from Nuance certain Updates for the
           Software or Application which Updates are reasonably necessary
           to correct reproducible Errors which Errors have been brought
           to Nuance's attention by VAR's Designated Employees; or which
           provide improved or additional functions which are supplied to
           other VARs or End Users under a Technical Support Services
           agreement.

    13.1.4 The right to have Nuance use its commercially reasonable effort
           to promptly, thoroughly and competently correct Errors other
           than those described above which have been brought to Nuance's
           attention by VAR's Designated Employees.

  13.2 HOURS AND FACILITIES.

    13.2.1 BASIC TECHNICAL SUPPORT SERVICES. If VAR, on behalf of an End
           User, has elected to receive Basic Technical Support Services
           as indicated on an EXHIBIT F ("TECHNICAL SUPPORT SERVICES"),
           then VAR shall be entitled to receive Technical Support
           Services on behalf of the subject End User as described in
           SECTION 13.1 ("PROVISION OF TECHNICAL SUPPORT SERVICES") only
           between the hours of 8:30 a.m. and 6:00 p.m., Eastern Time.

    13.2.2 PREMIUM TECHNICAL SUPPORT SERVICES. If VAR, on behalf of an End
           User, has elected to receive Premium Technical Support Services
           as indicated by VAR's signature on an EXHIBIT F ("TECHNICAL
           SUPPORT SERVICES"), then VAR shall be entitled to receive
           Technical Support Services on behalf of the subject End User as
           described in SECTION 13.1 ("PROVISION OF TECHNICAL SUPPORT
           SERVICES") twenty-four (24) hours per day, seven (7) days a
           week.

  13.3 LIMITATIONS. VAR, on behalf of End User, must elect to receive Technical
       Support Services on either all or none of the Software, and may not elect
       to receive Technical Support Services on some Software and not on other
       Software. Nuance shall have no obligation to provide Technical Support
       Services for any Application (except as so provided under an EXHIBIT D
       "(PROFESSIONAL SERVICES")) any non-Nuance computer programs, technology
       or hardware, or any Software which is not within three Releases of the
       most recent Version or Release, or which was first delivered to VAR more
       than three years earlier (whichever is later) or for which Nuance has
       provided Updates which have not been applied to the Software for a period
       of more than one (1) year from the date of delivery thereof to VAR.
       Should VAR or VAR's End User cancel Technical Support Services and
       subsequently desire to reinstate such Technical Support Services, VAR
       shall pay Nuance an amount equal to the unpaid Technical Support Services
       Fees that would have been due during the period in which Technical
       Support Services were canceled. Any failure of VAR to pay all Technical
       Support Service Fees as invoiced by Nuance, and not subject to good faith
       dispute, shall, at Nuance's sole option, immediately eliminate any
       obligation of Nuance to provide Technical Support Services hereunder.

 13.4  ADDITIONAL SERVICES. In the event that VAR desires to obtain from
       Nuance additional services with respect to the Software, or any
       services at all with respect to any Professional

                                       16
<PAGE>

                                                     VAR Agreement Number_______
                                                  Nuance Agreement Number_______

                          Nortel--Nuance Confidential


       Services, Nuance agrees to negotiate in good faith for the provision of
       such services at rates no higher than Nuance's normal commercial rates,
       and subject to terms as may be agreed to by the parties and to be
       contained in an Exhibit to this Agreement.

  13.5 IN SERVICE DATA. In the event that VAR determines that In Service Data is
       required for the tuning or support of an Intergrated System, and subject
       to agreement by VAR's End User, which (if granted) may require Nuance's
       execution of a non-disclosure agreement acceptable to VAR's End User,
       Nuance will be provided reasonable access to In-Service Data generated
       through the use of each Integrated System in which Software is installed.
       VAR shall use commercial best efforts to negotiate the right to obtain
       such In-Service Data, and/or clearly inform the End User in writing that
       denial of access to In-Service Data may result in the inability of Nuance
       to make essential improvements to the Software's functionality or
       recognition accuracy. In cases where the Specifications establish
       performance criteria which are predicated upon access to In-Service Data,
       VAR shall ensure that its own contract specifications with an End User
       clearly cite the requirement for In-Service Data as a condition of
       achieving such performance by the Software. Nuance may use this In-
       Service Data to train, refine, supplement or test its speech recognition
       and natural language understanding software, models and algorithms. The
       primary use of In-Service Data is to improve the performance of the
       Software for the End User. Additionally, resulting improvements to the
       Software may be used for the benefit of all users of the Software. Nuance
       may not use the content of any such data for any purpose other than that
       described in this section.

14.  VAR SUPPORT OF END USERS. VAR hereby acknowledges and agrees that Nuance
     shall have no responsibility for providing service or assistance to End
     Users except as provided under EXHIBIT D ("PROFESSIONAL SERVICES"). VAR
     agrees that VAR shall not direct any End Users to contact Nuance directly
     for Technical Support Services.

15.  INDEMNITIES AND LIMITATION OF LIABILITY.

  15.1 INTELLECTUAL PROPERTY INDEMNITY. Nuance shall defend or, at Nuance's
       option, settle, any claim, suit, action or proceeding (a "Claim") brought
       in a court of competent jurisdiction by a third party against VAR to the
       extent such Claim alleges that the Software infringes such third party's
       [***] and Nuance shall pay any damages finally awarded by such court in
       connection therewith, provided that VAR, gives Nuance prompt written
       notice of each such Claim, tenders to Nuance the sole control of the
       defense or settlement of each such Claim at Nuance's expense, and
       cooperates with Nuance in defending or settling each such claim. If
       Nuance receives notice of an alleged infringement, or if VAR's use of the
       Software shall be prevented by permanent injunction, Nuance may, at its
       sole option and expense, procure for VAR the right to continue using the
       Software as provided hereunder, modify the Software so that it is no
       longer infringing, or replace the Software with computer software of
       equal or superior functional capability or in the case of trademark
       infringement, instruct VAR to use an alternative trademark. THE RIGHTS
       GRANTED TO VAR UNDER THIS SECTION 15.1 ("INTELLECTUAL PROPERTY
       INDEMNITY") SHALL BE VAR's SOLE AND EXCLUSIVE REMEDY AND NUANCE'S SOLE
       OBLIGATION FOR ANY ALLEGED INFRINGEMENT OF ANY PATENT, COPYRIGHT,
       TRADEMARK, OR OTHER PROPRIETARY RIGHT. NUANCE SHALL HAVE NO LIABILITY TO
       VAR OR ANY THIRD PARTY IF ANY ALLEGED INFRINGEMENT OR CLAIM OF
       INFRINGEMENT IS BASED UPON: (A) ANY "APPLICATION" OR MODIFIED "SOFTWARE";
       (B) USE OF THE "SOFTWARE" IN CONNECTION OR IN COMBINATION WITH EQUIPMENT,
       DEVICES, OR SOFTWARE NOT PROVIDED BY NUANCE (IF SUCH INFRINGEMENT OR
       CLAIM COULD HAVE BEEN AVOIDED BY THE USE OF OTHER EQUIPMENT, DEVICES OR
       SOFTWARE), OTHER THAN FOR USE ON AN "INTEGRATED SYSTEM"; OR (C) THE USE
       OF "SOFTWARE" OTHER THAN AS PERMITTED UNDER THIS AGREEMENT OR NOT IN
       ACCORDANCE WITH THE SPECIFICATIONS OR USE OF OTHER THAN THE MOST CURRENT
       RELEASE OR VERSION OF THE "SOFTWARE" (IF SUCH CLAIM WOULD HAVE BEEN
       PREVENTED BY THE USE OF SUCH RELEASE OR VERSION).

[*]=CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.

                                       17
<PAGE>

                                                     VAR Agreement Number_______
                                                  Nuance Agreement Number_______

                          Nortel--Nuance Confidential


  15.2 VAR INDEMNITY Without limiting Nuance's obligations under Section
       15.1, VAR agrees to defend and hold harmless Nuance from and against any
       losses, costs, or damages (including reasonable attorneys' fees)
       resulting from or in connection with any claims by third parties
       resulting from or in connection with the use, manufacture, or
       distribution of Integrated Systems by VAR and VAR's direct and indirect
       customers [***] provided that Nuance gives VAR prompt written notice of
       any such claim, tenders to VAR the defense or settlement of any such
       claim at VAR's expense, and cooperates with VAR, at VAR's expense, in
       defending or settling such claim.

  15.3 LIMITATION OF LIABILITY.

       EXCEPT WITH REGARD FOR DAMAGES FOR PERSONAL INJURY, NEITHER PARTY WILL BE
       LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY LOSS OF USE,
       INTERRUPTION OF BUSINESS OR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE
       OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS) REGARDLESS
       OF THE FORM OF ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE),
       STRICT PRODUCT LIABILITY OR OTHERWISE, EVEN IF THAT PARTY HAS BEEN
       ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF
       LIABILITY IS INDEPENDENT OF ANY EXCLUSIVE REMEDIES FOR BREACH OF WARRANTY
       SET FORTH IN THIS AGREEMENT.

16.  TAXES. In addition to any other payments due under this Agreement, VAR
     agrees to pay, and to indemnify and hold Nuance harmless from, any sales,
     use, excise, import or export, value added or similar tax or duty not based
     on Nuance's net income levied by the United States or a taxing authority
     therein, including any penalties and interest, as well as any costs
     associated with the collection or withholding thereof, and all governmental
     permit fees, license fees and customs and similar fees levied upon the
     delivery by Nuance of the Software, which Nuance may incur in respect of
     this Agreement.

17.  GOVERNMENT END USERS. When Selling an Integrated System to a U.S.
     Government End User, VAR shall identify the Software in an Integrated
     System as a "commercial item," as that term is defined at 48 C.F.R. 2.101
     (OCT 1995), and more specifically shall identify such item as "commercial
     computer software" and "commercial computer software documentation," as
     such terms are used in 48 C.F.R. 12.212 (SEPT 1995). Consistent with 48
     C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (JUNE 1995), VAR
     will provide the Software in any Integrated System (including related
     documentation) to U.S. Government End Users: (A) only as a commercial end
     item; and (B) only pursuant to the End User License Agreement.

18.  EXPORT CONTROL. The parties acknowledge that the manufacture and sale of
     the Software or Application is subject to the export control laws of the
     United States of America, including the U.S. Bureau of Export
     Administration regulations, as amended, and hereby agree to obey any and
     all such laws. The parties agree not to take any actions that would cause
     either party to violate the U.S. Foreign Corrupt Practices Act of 1997, as
     amended.

19.  [***] [***]. [***] [***].

[*]=CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.

                   18
<PAGE>

                                                     VAR Agreement Number_______
                                                  Nuance Agreement Number_______

                          Nortel--Nuance Confidential


20.  SURVIVAL AND ORDER OF PRECEDENCE. In the event of any expiration or
     termination of this Agreement, the provisions OF SECTION 1 ("DEFINITIONS"),
     SECTION 6 ("CONFIDENTIAL INFORMATION"), SECTION 9 ("INVOICES AND
     PAYMENTS"), SECTION 10 ("REPORTS AND RIGHT TO AUDIT"), SECTION 11.1
     ("TERM"), SECTION 11.3 ("EFFECT"), SECTION 12 ("WARRANTY AND DISCLAIMER"),
     SECTION 14 ("VAR SUPPORT OF END USERS"), SECTION 15 ("INDEMNITIES AND
     LIMITATION OF LIABILITY"), SECTION 16 ("TAXES"), SECTION 20 ("SURVIVAL AND
     ORDER OF PRECEDENCE") and SECTION 21 ("GENERAL"), except SECTION 21.10,
     shall survive and shall continue to bind the parties. In the event of any
     conflict between the terms of this Agreement and the terms of any Exhibit,
     the terms of the Exhibit shall control.

21.  GENERAL.

     21.1  VENUE. All litigation arising under or related to this agreement
           shall be brought in either the Superior Court of the State of
           California in Santa Clara County or the Federal District Court of San
           Francisco, California. VAR hereby consents to the personal
           jurisdiction of the above-referenced courts.

     21.2  GOVERNING LAW. This Agreement shall be governed in all respects by
           the laws of the United States of America and the State of New York
           without regard to conflicts of law principles. The parties agree that
           the United Nations Convention on Contracts for the International Sale
           of Goods is specifically excluded from application to this Agreement.

     21.3  ATTORNEYS' FEES. In the event any proceeding or lawsuit is brought by
           Nuance or VAR in connection with this Agreement, the prevailing party
           in such proceeding shall be entitled to receive its costs, expert
           witness fees and reasonable attorneys' fees, including costs and fees
           on appeal.

     21.4  INJUNCTIVE RELIEF. It is understood and agreed that, notwithstanding
           any other provisions of this Agreement, breach of the provisions of
           this Agreement by VAR will cause Nuance irreparable damage for which
           recovery of money damages would be inadequate, and that Nuance shall
           therefore be entitled to obtain timely injunctive relief to protect
           Nuance's rights under this Agreement in addition to any and all
           remedies otherwise available under this Agreement.

     21.5  NOTICES. All notices or reports permitted or required under this
           Agreement shall be in writing and shall be delivered by personal
           delivery or by certified or registered mail, return receipt
           requested, and shall be deemed given upon personal delivery or five
           (5) days after deposit in the mail. Notices shall be sent to the
           parties at the addresses described on the Signature Page or such
           other address as either party may designate for itself in writing.

     21.6  NO AGENCY. Nothing contained herein shall be construed as creating
           any agency, partnership, or other form of joint enterprise between
           the parties.

     21.7  FORCE MAJEURE. Neither party shall be liable hereunder by reason of
           any failure or delay in the performance of its obligations hereunder
           (except for the payment of money) on account of strikes, shortages,
           riots, insurrection, fires, flood, storm, explosions, acts of God,
           war, governmental action, labor conditions, earthquakes, material
           shortages or any other cause which is beyond the reasonable control
           of such party.

     21.8  WAIVER. The failure of either party to require performance by the
           other party of any provision hereof shall not affect the full right
           to require such performance at any time thereafter; nor shall the
           waiver by either party of a breach of any provision hereof be taken
           or held to be a waiver of the provision itself.

     21.9  SEVERABILITY. In the event that any provision of this Agreement shall
           be unenforceable or invalid under any applicable law or be so held by
           applicable court decision, such unenforceability or invalidity shall
           not render this Agreement unenforceable or invalid as a whole, and,
           in such event, such provision shall be changed and interpreted so as
           to best accomplish the objectives of such unenforceable or invalid
           provision within the limits of applicable law or applicable court
           decisions.

                                       19
<PAGE>

                                                     VAR Agreement Number_______
                                                  Nuance Agreement Number_______

                          Nortel--Nuance Confidential

          or invalidity shall not render this Agreement unenforceable or invalid
          as a whole, and, in such event, such provision shall be changed and
          interpreted so as to best accomplish the objectives of such
          unenforceable or invalid provision within the limits of applicable law
          or applicable court decisions.

    21.10 USE OF VAR'S NAME. VAR agrees that Nuance may use VAR's name and may
          disclose that VAR is a licensee of Nuance products in Nuance
          advertising, promotion and similar public disclosures with respect to
          the Software; provided, however, that such advertising, promotion or
          similar public disclosures shall not indicate that VAR in any way
          endorses any Nuance products. Nuance agrees that VAR may use Nuance's
          name and may disclose that Nuance is a licensor to VAR in VAR
          advertising, promotion and similar public disclosures with respect to
          the Software; provided, however, that such advertising, promotion or
          similar public disclosures shall not indicate that Nuance in any way
          endorses any VAR products. Notwithstanding the foregoing, neither
          party may issue press releases specifically concerning the other party
          without prior written consent.

    21.11 HEADINGS. The section headings appearing in this Agreement are
          inserted only as a matter of convenience and in no way define, limit,
          construe, or describe the scope or extent of such section or in any
          way affect this Agreement.

    21.12 ASSIGNMENT. Neither this Agreement nor any rights or obligations of a
          Party hereunder may be assigned by that Party in whole or in part
          without the prior written approval of the other Party.

    21.13 COUNTERPARTS. This Agreement may be executed simultaneously in two or
          more counterparts, each of which will be considered an original, but
          all of which together will constitute one and the same instrument.

    21.14 ENTIRE AGREEMENT. This Agreement together with the Exhibits hereto
          completely and exclusively states the agreement of the parties
          regarding its subject matter. It supersedes, and its terms govern, all
          prior proposals, agreements, or other communications between the
          parties, oral or written, regarding such subject matter, including
          that certain value added reseller agreement between Nuance and Nortel
          Networks Inc., formerly known as Northern Telecom Inc., dated on or
          about December of 1997. The terms of any shrink-wrap agreement
          accompanying any Software delivered by Nuance hereunder shall, to the
          extent inconsistent with the terms of this Agreement, have no effect
          whatsoever. This Agreement shall not be modified except by a
          subsequently dated written amendment or Exhibit signed on behalf of
          Nuance and VAR by their duly authorized representatives.

                                       20
<PAGE>

                                                     VAR Agreement Number_______
                                                  Nuance Agreement Number_______

                          Nortel--Nuance Confidential


                                   EXHIBIT A
                            APPLICATION DESCRIPTION

I. General. Prices for all Software licensed under this Agreement shall be
   calculated in accordance with the provisions of this Exhibit A at the
   prices set forth in Exhibit B. It is understood and agreed that Exhibit B
   may be updated and or modified by Nuance in its sole discretion from time to
   time. Any such update or modification shall take effect [***] following
   Nuance's provision of written notice thereof to the Designated
   Representative. [***].

   Definitions. For purposes of this Exhibit A, the following terms shall have
   -----------
   the following meanings:

    "Application" means those software components of the Integrated System
     -----------
    that provide the caller interface to recognize or verify speech in
    connection with the Software and other system software. "Application"
    shall not include operating system software or similar system-level
    software of VAR or third-parties. For the purpose of this Exhibit A,
    all software comprising an Application shall be deemed to constitute
    one (1) Application unless such software consists of two (2) or more
    Separate Applications.

    "Main Menu" means the set of introductory prompts played for a caller
    -----------
    upon first access to an Application at the commencement of a Call,
    which prompts guide such caller to select a particular Separate
    Application. Main Menu shall not include (i) any prompts played after
    a caller's initial access of a Separate Application; or (ii) any
    introductory prompts within any Separate Application.

    "Menu Shortcuts" means portions of a grammar in which two (2) Unique
     --------------
    Items are recognized in a single utterance; provided that (i) such
                                                --------
    Unique Items are menu choices recited by a prompt in the relevant
    application's call flow; and (ii) in a particular Call, no prompt
    indicates to the associated caller that a particular Menu Shortcut is
    available prior to the Application's having first recognized from such
    caller, as separate utterances, any two (2) Unique Items from menu
    choices in the Application that constitute such Menu Shortcut.

    "Separate Applications" means two or more Applications that either (i)
    -----------------------
    are accessed via separate telephone numbers, VOIP connections, or the
    like and cannot be accessed from one-another; or (ii) are accessed via
         ---
    a common Main Menu and, once accessed, do not permit access to any
    other Application during the same Call, whether by returning to the
    Main Menu or otherwise.

    "Unique Item" means a single piece of data obtained from recognizing
    -------------
    speech and having a discrete meaning in an Application. All synonyms
    in a grammar are considered one (1) Unique Item. As an example, the
    utterance, "Buy 33 shares of VAR" contains three (3) Unique Items,
    because the following three (3) prompts could be used to collect the
    data therein contained:

      Prompt:   "Would you like to buy or sell?"
      Response: "Buy."
      Prompt:   "Which stock?"
      Response: "VAR."
      Prompt:   "How many shares?"
      Response: "33."

II.  Recognition Software.  It is understood that the Nuance Express product
     is no longer available and Nuance shall have no further obligation to
     license or otherwise provide Nuance Express hereunder.  Nuance
     recognition software pricing shall be calculated as follows:

     Multi-Tiered, Per-Port Pricing. Nuance recognition software is licensed
     ------------------------------
     hereunder on a per-Port basis, with multi-tiered pricing as set forth in
     Exhibit B hereto. The price per Port is determined by the level of natural
     language understanding capability ("Tier") of the relevant Authorized
     Application. All Ports

[*]=CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.
                                       21
<PAGE>

                                                     VAR Agreement Number_______
                                                  Nuance Agreement Number_______

                          Nortel--Nuance Confidential


     licensed in connection with a particular Authorized Application shall be
     licensed at the same per-Port price; provided that Separate Applications
                                          --------
     within an Application may have different per-Port prices, based on the
     Tiers of such Separate Applications. All Ports licensed in connection with
     a particular Separate Application shall be licensed at the same per-Port
     price for the applicable Tier.

     Tier Level. For purposes of this Exhibit A, all Applications are
     ----------
     categorized as falling within one of four levels of natural language
     understanding. The appropriate Tier of a licensed Application shall be
     determined in accordance with the definitions of Tier 1, Tier 2, Tier 3 and
     Tier 4 set forth below:

           "Tier 1 Application" means an Application having grammars recognizing
            ------------------
           only simple digit strings and "yes" and "no" synonyms thereof.

           "Tier 2 Application" means an Application:
            ------------------

           i)   having grammars recognizing only simple digit strings, "yes" and
                "no" and synonyms thereof, natural numbers, alphanumeric
                strings, date, time and currency;

           ii)  having not more than forty (40) total Unique Items in all
                grammars in such Application; and

           iii) in which no grammar contains more than one Unique Item in any
                single utterance. Notwithstanding the foregoing, Tier 2
                Applications developed before January 1, 2001 may include Menu
                Shortcuts.


           "Tier 3 Application" means an Application that:
            ------------------

           i)   either: (A) has grammars recognizing language in addition to
                simple digit strings, "yes" and "no" and synonyms thereof,
                natural numbers, alphanumeric strings, date, time and currency,
                and has more than forty (40) total Unique Items in all grammars
                in such Application; or (B) recognizes spelling; and

           ii)  in which no grammar contains more than one Unique Item in any
                single utterance. Notwithstanding the foregoing, Tier 3
                Applications developed prior to January 1, 2001 may include Menu
                Shortcuts.

           "Tier 4 Application" means any Application in which one or more
            ------------------
           grammars contain more than one Unique Item per utterance.

     For purposes of the classifications above, the number of Unique Items in an
     utterance is the largest number of prompts that could reasonably be used to
     ---------
     gather all of the data in such utterance. The number of Unique Items in an
     Application is the total number of all Unique Items that can be identified
     -----------
     by all prompts in the Application.

III. Nuance Verifier

     Through [***] the license price per Port of Nuance Verifier is [***]
     Beginning [***] the license price per Port of Nuance Verifier will be [***]

IV.  Nuance Grammars

     Nuance Grammar license fees are calculated on a per-Port basis. Grammar
     license fees shall be paid on the total number of Ports licensed for any
     Application in which callers have potential access to such grammar during a
     Call. The per-Port price for Nuance grammars is set forth in Exhibit B.

V.   Additional Languages

[*]=CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.

                                       22


<PAGE>

                                                     VAR Agreement Number_______
                                                  Nuance Agreement Number_______

                          Nortel--Nuance Confidential


    Additional charges will apply to the licensing of acoustic models for more
    than one (1) language per Application. Such additional charges shall be
    calculated as a percentage of all license fees payable for the total number
    of Ports licensed for any Application in which callers have potential access
    to more than language during a Call. The charges applicable to the
    additional language(s) licensed by VAR shall be calculated at the percentage
    rates set forth in Exhibit B.

VI. International Charges

    Additional charges will apply to Software run on computers physically
    located outside of the continental United States or Canada at the rates set
    forth in Exhibit B.

                                       23
<PAGE>

                                                     VAR Agreement Number_______
                                                  Nuance Agreement Number_______

                          Nortel--Nuance Confidential


                                   EXHIBIT B
                               NUANCE PRICE LIST

[***]

[*] = CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.

                                       24

<PAGE>

                                                     VAR Agreement Number_______
                                                  Nuance Agreement Number_______

                          Nortel--Nuance Confidential


                                   EXHIBIT C
                             INTENTIONALLY DELETED

                                       25
<PAGE>

                                                     VAR Agreement Number_______
                                                  Nuance Agreement Number_______


                          Nortel-Nuance Confidential

                                  EXHIBIT C-1
                             INTENTIONALLY DELETED

                                       26
<PAGE>

                                                     VAR Agreement Number_______
                                                  Nuance Agreement Number_______

                          Nortel--Nuance Confidential


                                   EXHIBIT D
                             PROFESSIONAL SERVICES

Nuance and VAR agree that when Nuance Professional Services are desired by VAR
that an Exhibit D will be completed for each project or service. Each Exhibit D
shall include but not be limited to the following terms: scope of effort,
schedule for deliverables, acceptance criteria and payment terms.

NUANCE COMMUNICATIONS                    VAR

By:                                      By:
       ------------------------                  ------------------------
Title:                                   Title:
       ------------------------                  ------------------------
Date:                                    Date:
       ------------------------                  ------------------------

                                       27
<PAGE>

                                                     VAR Agreement Number_______
                                                  Nuance Agreement Number_______

                          Nortel--Nuance Confidential


                                   EXHIBIT E
                                 MINIMUM TERMS

VAR shall ensure that its End Users are not provided Software unless such End
Users first do one of the following:

     a)  sign VAR's own software license agreement (or modifications thereto),
         and VAR's standard order forms (such as VAR's "Schedule A" form),
         containing terms which substantially communicate the below stipulations
         with respect to the Software which is licensed to VAR by Nuance and
         relicensed by VAR to its End Users under this Agreement; or,

     b)  provide a purchase order or similar signed written agreement to VAR,
         referencing a proposal issued by VAR which substantially communicates
         the below stipulations with respect to the Software which is licensed
         to VAR by Nuance and relicensed by VAR to its End Users under this
         Agreement.

In either of the above cases, VAR shall ensure that the applicable agreement is
fully enforceable in all jurisdictions in which the Integrated System is sold.
All sublicenses of the Software shall be non-transferable unless the party to
whom an End User wishes to transfer such license agrees to be bound by the terms
of the original End User License Agreement.

The parties agree that as a condition of the rights and licenses granted by
Nuance hereunder, each End User License shall contain, at a minimum,
substantially the following terms, allowing reasonable modifications to keep
consistent terminology and without materially changing the associated meaning:

1.   End User accepts a non-exclusive, non-transferable license to use the
     Software that End User obtains from VAR under the Agreement, as follows:

     i)   to use the Software solely for End User's own internal business
          operations on the Integrated System or on a backup system, up to any
          applicable number of designated users or other limitation (if any
          limitation applies). End User shall not have the right to manufacture,
          sell, or otherwise commercially exploit, except in support of End
          User's own internal business operations, any product, system, or
          service based in whole or in part on the Software. End User agrees it
          will not sublicense, transfer, pledge, lease, rent, or share its
          rights under this Agreement;

     ii)  to use the Documentation provided with the Software in support of End
          User's authorized use of the Software;

     iii) to copy the Software for archival or backup purposes; no other copies
          shall be made without Nuance's prior written consent. End User may use
          the Software on a single backup Integrated System if the production
          Integrated System for which they were acquired is rendered inoperable.
          Under no circumstances shall End User use the Software on the
          production Integrated System and the backup Integrated System
          simultaneously. End User agrees not to alter, change, or remove from
          the Software any identifications, including copyright and trademark
          notices, and further agrees to place such markings on any copies of
          the Software. All archival and backup copies of the Software are
          subject to the terms of this Agreement.

End User shall not copy or use the Software (including the Documentation) except
as otherwise specified in the End User license.

2.   Nuance shall retain all right, title and interest in the Software,
     including patent, copyright, trade secret, and trademark rights. Except as
     otherwise expressly stated in the End User agreement, End User does not
     acquire any rights, express or implied, in the Software.

3.   End User shall not cause or permit the reverse engineering, decompilation,
     disassembly or other translation of the Software.

                                       28
<PAGE>

                                                     VAR Agreement Number_______
                                                  Nuance Agreement Number_______

                          Nortel--Nuance Confidential


4.   Foreign Government Agreements. VAR shall take all reasonable [review] steps
     in making proposals and agreements with foreign governments other than the
     United States which involve the Software and related documentation to
     ensure that Nuance's proprietary rights in such Software and related
     documentation receive the maximum protection available from such foreign
     government for commercial computer software and related documentation
     developed at private expense.

5.   Third Party Beneficiary. VAR shall ensure that each End User agrees that
     Nuance is a third-party beneficiary to the End User License Agreement. Such
     provisions are made expressly for the benefit of Nuance and are enforceable
     by Nuance in addition to VAR.

6.   No Warranty. The End User shall agree that VAR's SUPPLIERS DO NOT MAKE OR
     PASS ON TO END USER OR ANY OTHER THIRD PARTY, ANY EXPRESS, IMPLIED OR
     STATUTORY WARRANTY OR REPRESENTATION ON BEHALF OF NUANCE, INCLUDING BUT NOT
     LIMITED TO THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, TITLE,
     MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

7.   Limitation of Liability. The End User shall agree that IN NO EVENT SHALL
     VAR's SUPPLIERS BE LIABLE TO END USER FOR ANY INDIRECT, SPECIAL,
     CONSEQUENTIAL, PUNITIVE OR INCIDENTAL DAMAGES, REGARDLESS OF HOW ARISING,
     REGARDLESS OF THE CAUSE OF ACTION, IN TORT, CONTRACT OR OTHERWISE, AND
     REGARDLESS OF WHETHER ADVISED BEFOREHAND OF THE POSSIBILITY OF SUCH
     DAMAGES.

8.   In-Service Data. In the event that VAR determines that In Service Data is
     required for the tuning or support of an Intergrated System, and subject to
     the right of the End User to waive, in writing, Nuance's right to the In-
     Service Data, the End User shall provide Nuance with reasonable access to
     all In-Service Data generated through the use of each Integrated System in
     which the Software is installed. Any such written waiver shall include
     all of the terms described in Subsection 13.5 ("In Service Data").

9.   End User shall not cause or permit any particular Call that has been
     Disconnected to thereafter be re-Connected, except in cases where a caller
     has been transferred to either a touch-tone system, text to speech system
     or live operator and such Call is re-Connected via the touch-tone system,
     text to speech system or live operator. Notwithstanding the foregoing, End
     User shall not cause or permit Calls that have been Disconnected to
     thereafter be re-Connected for the purpose of reducing the number of Ports
     required to provide voice recognition to simultaneous callers to the
     Integrated System.

Audit Rights. Upon request, End User will provide VAR with all assistance and
information required to enable VAR to determine whether End User is in
compliance with the license granted by VAR, including without limitation
information which will enable VAR to determine the Tier of the Application(s)
being run by End User.

                                       29
<PAGE>

                                                 VAR Agreement Number_______
                                                 Nuance Agreement Number_______

                          Nortel--Nuance Confidential


                                   EXHIBIT F
                          TECHNICAL SUPPORT SERVICES

                   DESCRIPTION OF TECHNICAL SUPPORT SERVICES
                   -----------------------------------------

1.   Responsibilities of Nuance and VAR:

  1.1  VAR shall be responsible for providing Level 1 and Level 2 Technical
       Support Services to End Users. Level 1 Technical Support Services means
       receipt of all calls from End Users for such services and the
       determination of the issue causing the condition reported by the end
       user. Level 2 Technical Support Services means resolving any End User
       issue caused by a defect in the Software when Nuance has provided
       electronic notice of the defect and the needed support action to VAR's
       Designated Personnel.

  1.2  Nuance shall be responsible for Level 3 Support to VAR. Level 3 Technical
       Support Services means the creation of modifications to the Software
       which enable the temporary or permanent resolution of a defect in the
       Software for which a resolution has not been electronically distributed
       to VAR's Designated Personnel.

  1.3  Nuance shall provide telephone hot line support to VAR's Designated
       Personnel for delivery of Technical Support Services. Nuance's telephone
       hot line shall be staffed by technical personnel with a detailed, working
       knowledge of the Software.

  1.4  VAR shall provide Designated Employees who have been trained on the
       Software and who are experienced in providing Technical Support Services
       to End Users.

2. Basic Level Support ("Basic Technical Support Services"):

   Nuance will provide Technical Support Services to Designated Employees of VAR
   on behalf of End Users who have signed Technical Support Agreements with VAR
   for Basic Level Technical Support Services. Such End User Technical Support
   Services agreements shall provide for service during a nine hour period
   between 7:30am and 5:30pm local time for the End User.

3. Premium Level Support ("Premium Technical Support Services"):

   Nuance will provide Technical Support Services to Designated Employees of VAR
   on behalf of End Users who have signed Technical Support Agreements with VAR
   for Premium Level Technical Support Services. Such End User Technical Support
   Services agreements shall provide for service twenty-four (24) hours per day,
   seven (7) days per week.

4. Technical Support Services Fees:

  4.1  Basic Level Technical Support Services fees are [***] Software installed
       at the End User.

  4.2  Premium Level Technical Support Services fees are [***] Software
       installed at the End User.

5. Determination of Defect Severity and Response Times:

  5.1  Upon receipt of a request for Level 3 Technical Support Services from
       Designated Employees of VAR, Nuance and VAR's Designated Employees will
       agree to the Severity of the specific defect and associated Nuance
       Response Times as defined below:

    Severity

[*]= CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.

                                      30
<PAGE>

                                                     VAR Agreement Number_______
                                                  Nuance Agreement Number_______

                          Nortel--Nuance Confidential


    .    Severity 1 shall mean an incident in which the defect in the Software
         has created a situation in which the End User is unable to do
         productive work.

    .    Severity 2 shall mean that a major function of the Software is unusable
         and no known resolution is available that is mutually acceptable to
         Nuance and VAR, but that the user is able to do some production work.

    .    Severity 3 shall mean that there is a loss of function in the Software
         that does not seriously affect the End User's operations or schedules.
         Any defect which was originally reported as Severity 1 or Severity 2,
         but which has been temporarily resolved by a mutually acceptable
         temporary resolution, shall be reduced to Severity 3 at the time the
         temporary resolution has been electronically distributed to VAR,

    .    Severity 4 shall mean all other defects in the Software other than
         those falling within the categories above.

    .    Severity 5 as used herein shall mean requested enhancements to the
         product.

6. Response Times Objectives for Acknowledging Incident

  6.1  Upon receiving notice from Designated Employees of VAR of a defect in the
       Software, Nuance shall acknowledge receipt of such notice. Such
       acknowledgment shall contain a unique number identifying the particular
       incident for tracking purposes. Nuance shall provide VAR with a periodic
       status update for any defect reported by VAR identifying each defect by
       the tracking number assigned to it by Nuance. Each defect reported by VAR
       shall remain open until closure is agreed between Nuance and VAR.

  6.2  Nuance will acknowledge requests from VAR for Technical Support
       Services as follows:

       Severity 1 or 2 - [***]

       Severity 3 through 5 - within [***]

7. Response Time Objectives for Resolution of Incident. Nuance shall make
   reasonable commercial efforts to provide a work-around or resolution for
   the reported defect in the Software in conformance with the following
   objectives:

Severity 1: within [***] of receipt of notice of the defect from VAR

Severity 2: within [***] of receipt of notice of the defect from VAR

Severity 3, 4, or 5: resolved [***]

Defect Report Form

Nuance and VAR agree to define a Defect Report Form that is mutually acceptable
and which, as revised or replaced from time to time, shall be the means used for
the transfer of information defining suspected defects for resolution. Nuance
shall provide VAR with an electronic mail address for receipt of above forms.
Notwithstanding the foregoing, in case of a Severity 1 or Severity 2 incident
attributable to the Software, VAR's Designated Personnel may request Technical
Support Services through the telephone hot-line. VAR shall be provided
reasonable access to Nuance's defect database to review the status of defects
related to the Software.

On-Site Assistance

[*]=CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION.  CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.

                                      31
<PAGE>

                                                     VAR Agreement Number_______
                                                  Nuance Agreement Number_______

                          Nortel--Nuance Confidential


Upon VAR's request and subject to availability, Nuance may furnish qualified
personnel for on-site assistance to VAR and/or Sub-licensees to resolve defects
in the Software. In such event, VAR shall pay Nuance at its then current time
and materials rates for the time of required personnel and reimburse Nuance for
reasonable travel and living expenses of such personnel incurred in rendering
the requested assistance; provided, however, that Nuance shall not be entitled
to payment for the time of its personnel if such assistance is required to
resolve a Severity 1 defect in the Software and such defect cannot otherwise be
reasonable resolved in a timely manner.

Termination of Support for Products Listed on Exhibit A

In the event that Nuance should terminate support for a specific version or
release of a Nuance product listed in Exhibit A, Nuance's support obligations to
VAR with respect to that product shall terminate at the same time such support
is terminated for other Resellers or Nuance's end users and subject to the same
notice period. In addition, Nuance agrees to support the three previous Releases
of any Nuance product listed in Exhibit A (and licensed to VAR) or all Releases
licensed to VAR within any three year period, whichever is later, as current
under the terms of this Agreement (e.g. upon release of release 6.3 of the
Nuance RecServer, support for release 6.0 and its minor releases, 6.0.1, etc.,
may be terminated.

Miscellaneous Nuance Obligations

Nuance shall provide VAR's Designated Employees initial training in the
installation, maintenance, and operation of the Software.

If a major release or upgrade of any product listed on Exhibit A is made
available for which additional training becomes available, Nuance shall promptly
notify VAR, and as requested by VAR, enroll for up to two (2) Designated
Employees in the next available training course subject to prior enrollment
commitments. Such training shall be made available within 30 days of the
availability of the new release, if possible. The training will be of sufficient
detail to allow VAR's Designated Employees to each their co-workers as
appropriate and will include reproducible course materials.

Nuance will make available to VAR all Nuance tools that are commercially
available to other Value Added Resellers. Tools may be for use in deployment,
configuration, and performance improvement the Software. Nuance will also
provide VAR with reasonable support, under terms to be agreed, in VAR's efforts
to develop its capability to provide call script design, recognition grammar
development, and in-service application debugging and tuning.

NUANCE COMMUNICATIONS, INC.                NORTEL NETWORKS LIMITED

By:                                      By:
   ----------------------------             -----------------------------
Title:                                   Title:
      -------------------------                --------------------------
Date:                                    Date:
     --------------------------               ---------------------------

                                      32
<PAGE>

                                                    VAR Agreement Number_______
                                                 Nuance Agreement Number_______

                          Nortel--Nuance Confidential


                            SCHEDULE 1 TO EXHIBIT F

                          TECHNICAL SUPPORT SERVICES
                                 FEE SCHEDULE

The Fees for Technical Support Services provided pursuant to the Agreement,
EXHIBIT F ("TECHNICAL SUPPORT SERVICES"), and any applicable Purchase Order
shall be as follows:

For Basic Technical Support Services:     [***]

For Premium Technical Support Services:   [***]

For the purposes of this Agreement, [***]

[*]= CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.

                                      33
<PAGE>

                                                    VAR Agreement Number_______
                                                 Nuance Agreement Number_______

                          Nortel--Nuance Confidential


                                   EXHIBIT G
                               NUANCE TRADEMARKS

The following trademarks and respective notices are subject to the terms of the
Agreement, specifically Section 3.6 ("Trademark License"), and shall be used in
accordance therewith in conjunction with an applicable Software License:

(1) "Nuance Communications" TM is a trademark of Nuance.

(2) "Nuance" is a registered trademark of Nuance.

(3) "Verifier" TM is a trademark of Nuance.

(4) "V-Commerce" TM is a trademark of Nuance.

(5) "SpeechObjects" TM is a trademark of Nuance.

Such other symbols and notices as may be prescribed by Nuance from time to time.

                                      34
<PAGE>

                                                    VAR Agreement Number_______
                                                 Nuance Agreement Number_______

                          Nortel--Nuance Confidential


                                   EXHIBIT H
                               NUANCE ORDER FORM

General Order Information
-------------------------
      --------------------------------------------------------------

      --------------------------------------------------------------

      --------------------------------------------------------------

      --------------------------------------------------------------

      --------------------------------------------------------------

      --------------------------------------------------------------

      --------------------------------------------------------------

      --------------------------------------------------------------

      --------------------------------------------------------------

      --------------------------------------------------------------

      --------------------------------------------------------------

      --------------------------------------------------------------
      Comments:
      --------------------------------------------------------------

*Represents fields that are to be filled out by Nuance personnel.
Orders for RU's and Speech Channels will be accepted through September 7, 2000.

Detailed Product and/or Software License Orders
-----------------------------------------------

      -------------------------------------------------------------------

      -------------------------------------------------------------------
      Licenses & Ports
      ----------------

      -------------------------------------------------------------------

      -------------------------------------------------------------------

      -------------------------------------------------------------------

      -------------------------------------------------------------------

      -------------------------------------------------------------------

      -------------------------------------------------------------------
      CD's & Manuals
      --------------

      -------------------------------------------------------------------

      -------------------------------------------------------------------

      -------------------------------------------------------------------

      -------------------------------------------------------------------

      -------------------------------------------------------------------
      Grammars
      --------

      -------------------------------------------------------------------

      -------------------------------------------------------------------

                                      35
<PAGE>

                                                     VAR Agreement Number_______
                                                  Nuance Agreement Number_______

                          Nortel--Nuance Confidential


      -------------------------------------------------------------------

      -------------------------------------------------------------------

      -------------------------------------------------------------------
      Name Dialer
      -----------

      -------------------------------------------------------------------

      -------------------------------------------------------------------
      Express
      -------

      -------------------------------------------------------------------

      -------------------------------------------------------------------

      -------------------------------------------------------------------

      -------------------------------------------------------------------
      Dialog Specs
      ------------

      -------------------------------------------------------------------

      -------------------------------------------------------------------

      -------------------------------------------------------------------
      Bundles/Programs
      ----------------

      -------------------------------------------------------------------

      -------------------------------------------------------------------
      NDN Memberships/Miscellaneous
      -----------------------------

      -------------------------------------------------------------------

      -------------------------------------------------------------------

      -------------------------------------------------------------------

      -------------------------------------------------------------------
      Subtotal
      --------

      -------------------------------------------------------------------
      Plus Applicable Sales Tax
      -------------------------

      -------------------------------------------------------------------

      -------------------------------------------------------------------

The following items have been included in the drop down menus for your
convenience, but are not yet Generally Available:
Voyager CD -- Currently  targeted for September, 2000
V-Builder CD -- Currently targeted for end of July, 2000
7.0-NT Nuance CD --  Currently  targeted for June 15, 2000
7.0 Manual Set - Currently targeted for June 15, 2000
[***]

      -----------------------------------------------------

      -----------------------------------------------------

      -----------------------------------------------------

      -----------------------------------------------------

      -----------------------------------------------------

      -----------------------------------------------------

      -----------------------------------------------------

      -----------------------------------------------------


[*]= CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.

                                      36
<PAGE>

                                                     VAR Agreement Number_______
                                                  Nuance Agreement Number_______

                          Nortel--Nuance Confidential



      -----------------------------------------------------

      -----------------------------------------------------

      -----------------------------------------------------

      -----------------------------------------------------



      -------------------------------------------------------------------

      -------------------------------------------------------------------
      Basic Support - Licenses & Ports
      --------------------------------

      -------------------------------------------------------------------

      -------------------------------------------------------------------

      -------------------------------------------------------------------

      -------------------------------------------------------------------

      -------------------------------------------------------------------

      -------------------------------------------------------------------
      Basic Support - Grammars
      ------------------------

      -------------------------------------------------------------------

      -------------------------------------------------------------------

      -------------------------------------------------------------------

      -------------------------------------------------------------------
      Basic Support - Name Dialing
      ----------------------------

      -------------------------------------------------------------------

      -------------------------------------------------------------------
      Basic Support - Express
      -----------------------

      -------------------------------------------------------------------

      -------------------------------------------------------------------

      -------------------------------------------------------------------

      -------------------------------------------------------------------
      Basic Support - NDN Memberships/Miscellaneous
      ---------------------------------------------

      -------------------------------------------------------------------

      -------------------------------------------------------------------

      -------------------------------------------------------------------
      Premium Support - Licenses & Ports
      ----------------------------------

      -------------------------------------------------------------------

      -------------------------------------------------------------------

      -------------------------------------------------------------------

      -------------------------------------------------------------------

      -------------------------------------------------------------------

      -------------------------------------------------------------------
      Premium Support - Grammars
      --------------------------

      -------------------------------------------------------------------

      -------------------------------------------------------------------

      -------------------------------------------------------------------

      -------------------------------------------------------------------
      Premium Support - Name Dialing
      ------------------------------

      -------------------------------------------------------------------

      -------------------------------------------------------------------
      Premium Support - Express
      -------------------------

      -------------------------------------------------------------------

      -------------------------------------------------------------------

      -------------------------------------------------------------------

      -------------------------------------------------------------------
      Premium Support - NDN Memberships/Miscellaneous
      -----------------------------------------------

      -------------------------------------------------------------------

      -------------------------------------------------------------------

      -------------------------------------------------------------------
      Subtotal
      --------

      -------------------------------------------------------------------
      Plus Applicable Sales Tax
      -------------------------

      -------------------------------------------------------------------

                                      37
<PAGE>

                                                     VAR Agreement Number_______
                                                  Nuance Agreement Number_______

                          Nortel--Nuance Confidential


Training -- Training Orders can be placed through Speech University. Fax
Training only orders to Speech University at (650) 847-7090. Classes can be
scheduled via the Corporate Website at www.nuance.com.

Pre-packaged Services

        ----------------------------------------------------------------

        ----------------------------------------------------------------

        ----------------------------------------------------------------

        ----------------------------------------------------------------

        ----------------------------------------------------------------
        Miscellaneous
        -------------

        ----------------------------------------------------------------

        ----------------------------------------------------------------
        Subtotal
        --------

        ----------------------------------------------------------------
        Plus Applicable Sales Tax
        -------------------------

        ----------------------------------------------------------------

        ----------------------------------------------------------------

Professional Consulting Services -- Requires a Statement of Work (SOW) be
completed and fully executed by the customer and Nuance

        ---------------------------------------------------------------------

        ---------------------------------------------------------------------

        ---------------------------------------------------------------------

        ---------------------------------------------------------------------

        ---------------------------------------------------------------------
        Miscellaneous
        -------------

        ---------------------------------------------------------------------

        ---------------------------------------------------------------------
        Subtotal
        --------

        ---------------------------------------------------------------------
        Plus Applicable Sales Tax
        -------------------------

        ---------------------------------------------------------------------

        ---------------------------------------------------------------------


This Order is placed by "INSERT COMPANY NAME HERE" under the Agreement
                         ------------------------
dated____, which is incorporated by reference as though set forth in full
herein. The effective date of this Order shall be the date set forth below. IT
IS SO AGREED.

Customer Name:

Authorized Signature: --------------------------------

Printed Name:

Title:

Date:


                                      38
<PAGE>

                                                    VAR Agreement Number_______
                                                 Nuance Agreement Number_______

                          Nortel--Nuance Confidential


                                   EXHIBIT I
                                   AMENDMENT

Notwithstanding anything to the contrary in this Agreement, the terms contained
in this EXHIBIT I ("AMENDMENT") shall be in addition to any other terms of the
Agreement, and shall supersede and take precedence over any conflicting terms
therein. Except as expressly modified by this EXHIBIT I ("AMENDMENT"), all terms
of this Agreement shall survive, and shall continue to bind the parties:

                                      39
<PAGE>

                                                     VAR Agreement Number_______
                                                  Nuance Agreement Number_______

                          Nortel--Nuance Confidential


                                   EXHIBIT J
                   CUSTOMER SPECIFIC ACCEPTANCE REQUIREMENTS

Nuance and VAR agree that the following customer specific acceptance
requirements shall apply to the Software in accordance with the Agreement and
this EXHIBIT J.

NUANCE COMMUNICATIONS                    NORTEL NETWORKS LIMITED

By:                                      By:
   ----------------------------             -----------------------------
Title:                                   Title:
      -------------------------                --------------------------
Date:                                    Date:
     --------------------------               ---------------------------

                                      40
<PAGE>

                                                    VAR Agreement Number_______
                                                 Nuance Agreement Number_______

                          Nortel--Nuance Confidential


                                   EXHIBIT K
                                     [***]


[***]

RECITALS

[***]

[***]

[***]

[***]

[*]=CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION.  CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.

                                      41




<PAGE>

                                                     VAR Agreement Number_______
                                                  Nuance Agreement Number_______

                          Nortel--Nuance Confidential


[***]


[*]= CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION.  CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.

                                      42
<PAGE>

                                                 VAR Agreement Number_______
                                                 Nuance Agreement Number_______

                          Nortel--Nuance Confidential


[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]

[***]


[*]= CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.


                                      43
<PAGE>

                                                    VAR Agreement Number_______
                                                 Nuance Agreement Number_______

                          Nortel--Nuance Confidential


[***]


[*]= CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.



                                      44
<PAGE>

                                                    VAR Agreement Number_______
                                                 Nuance Agreement Number_______

                          Nortel--Nuance Confidential


[***]

[***]

[*]= CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.

                                      45
<PAGE>

                                                     VAR Agreement Number_______
                                                  Nuance Agreement Number_______

                          Nortel--Nuance Confidential


[***]

[*]= CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO
THE OMITTED PORTIONS.

                                      46
<PAGE>

                                                    VAR Agreement Number_______
                                                 Nuance Agreement Number_______

                          Nortel--Nuance Confidential


                                   Exhibit L
        Quarterly Report for Payment of Technical Support Services fees

The quarterly report for payment of technical support services fees shall
contain, at a minimum, the following information:

  Customer Name
  Customer State or Country
  Initial Support Date
  Number of Licenses Covered
  Platform
  Level of Support
  Amount Due
                                      47
<PAGE>

                                                    VAR Agreement Number_______
                                                 Nuance Agreement Number_______

                          Nortel--Nuance Confidential


                                   Exhibit M
                            Royalty Reporting Form

The Royalty Report provided by NNL under this Agreement shall contain at a
minimum, the following information:

  End User Name
  End User State and Country
  NNL Order Number
  Platform
  Languages
  License Tier
  Product
  Quantity
  Shipment Date
  Support Purchased
  List Price Per Unit
  Discount
  Extended Price
  License Term

                                      48
<PAGE>

                                                    VAR Agreement Number_______
                                                 Nuance Agreement Number_______

                          Nortel--Nuance Confidential


                                   Exhibit N
                              Accession Agreement

This agreement ("Accession Agreement") is entered into between Nuance
Communications, Inc. and _____________________, a subsidiary of Nortel Networks
Limited ("Additional Nortel Party"), and is supplemental to the Value Added
Reseller Agreement dated on or about August 31st, 2000 between Nortel Networks
Limited and Nuance Communications, Inc. (the "VAR Agreement"). Words and
expressions defined in the VAR Agreement shall have the same meaning when used
in this Accession Agreement.

This Accession Agreement shall become effective on the date set forth below upon
signing by an authorized representative of each of Nuance Communications, Inc.
and Additional Nortel Party. The undersigned each hereby agree that, upon the
issuance of a Purchase Order by Additional Nortel Party, as provided for in the
VAR Agreement, it will be bound by all of the terms and conditions contained in
the VAR Agreement as if it had been an original party thereto.

This Accession Agreement, and the VAR Agreement hereby incorporated and included
by this reference, constitute the entire agreement between the parties hereto
with respect to the subject matter hereof. This Accession Agreement supersedes
oral, written or other communications concerning the subject matter of this
Accession Agreement, and shall not be altered, amended, or modified except in a
writing signed by the duly authorized officers of each party hereto.

It is so agreed.

Nuance Communications, Inc.

----------------------------------------
(Authorized signature)

----------------------------------------
(Name)

----------------------------------------
(Title)

----------------------------------------
(Date)

----------------------------------------
[Insert name of Nortel Networks Limited subsidiary]

----------------------------------------
(Authorized signature)

----------------------------------------
(Name)

----------------------------------------
(Title)

----------------------------------------
(Date)


                                      49