EXHIBIT 10.45


9 May 2007


Todd Simpson


Dear Todd:


In
order for Ditech to support its current and prospective customers, you have
agreed to an 18 month assignment as part of your role at Ditech Networks, Inc,
as Vice President, Marketing, which includes responsibility for all current
functions within the Marketing Organization including Product Management,
Product Marketing and Marketing Communications.  In fulfilling this role
we have all agreed that you will transfer, on a temporary basis, from the
Calgary, Canada office to our Mountain View, California Headquarters.


Below
are the particulars of the assignment and transfer.


·                  The assignment duration is 1 June 2007
through 30 November 2008.


·                  You will continue to report to the President
and CEO.


·                  Your base salary will remain C$19187.50* per
month, annualized to C$230, 250. This amount will continue to be paid to you
through our Canadian Company.


·                  FY 2008 Executive Bonus Program: Subject to
approval by the Compensation Committee of the Board of Directors, you will be
eligible to participate in Ditech’s FY 2008 Executive Bonus Program.  For FY 2008, your bonus has a target of 45%
of your base salary (amount paid if all aspects of the plan are achieved).  The actual bonus payout will be determined by
corporate performance against revenue and profit targets, as well as individual
and corporate achievement against specific established goals.  The actual bonus payout will be determined at
the end of the fiscal year (and also require approval from the Compensation
Committee of the Board of Directors). 
This program is reviewed annually and may be modified or cancelled at
any time at the discretion of the CEO & President and/or the Board of
Directors.


·                  As part of the transfer, we welcome you to
move your immediate family (spouse and two children) to the Mountain View area
for the 13 month period of July 2007 through July 2008.  When your family is not in residence
(relocated to Mountain View), Ditech will supply you with lodging.  It is also understood that you will be
bringing your personal vehicles from Canada (travel reimbursement subject to
limits shown below).


·                  In addition to your benefits provided as an
employee of our Canadian company, your benefit package in the United States
will include private health, dental and vision insurance coverage beginning
July 1, 2007 or sooner as your family relocation dictates.


·                  Relocation Assistance – For so long as you
are employed by Ditech Networks, Inc, we will pay for the following in
connection with the above 13 month relocation, to assist with the move from
Calgary, Canada to the Mountain View area in California.  Ditech will provide you with coverage for
expenses for the July 2007 through July 2008 time period (13 months), by
category up to the limits as shown:


	
  ·

  	
  Monthly housing
  allowance $8,000/month

  	
   

  	
  $

  	
  104,000

  	
   

  
	
  ·

  	
  Monthly family travel
  (ongoing) $500/month

  	
   

  	
  6,500

  	
   

  
	
  ·

  	
  Shipment of goods
  (round trip)

  	
   

  	
  16,000

  	
   

  



 











 


	
  ·

  	
  Relocation travel for
  four (round trip)

  	
   

  	
  3,000

  	
   

  
	
  ·

  	
  Vehicle smog upgrade
  & registration

  	
   

  	
  6,000

  	
   

  
	
  ·

  	
  US tax returns

  	
   

  	
  5,000

  	
   

  
	
  ·

  	
  Tax cost for
  equalization

  	
   

  	
  47,000

  	
   

  
	
  ·

  	
  Miscellaneous Expenses

  	
   

  	
  10,000

  	
   

  



 


·                  In accepting the housing allowance and relocation
of goods payments you agree to provide insurance coverage sufficient to cover
all replacement costs, as well as liability coverage appropriate for the
circumstance.


·                  The
changes and transfer shall commence as mutually agreed once your US work and residence
visas are approved.


You
further agree that employment with Ditech is at-will. Employment at-will means
that either Ditech or the employee can terminate the employment relationship at
any time for any or no reason.


If,
however, the reason for termination is due to your conduct that was knowingly
fraudulent or deliberately dishonest or that constituted willful misconduct, or
2) on account of conduct that constituted a breach of your duty of loyalty to
Ditech or resulted in any personal profit or advantage to which you were not
legally entitled, then, all payments and benefits outlined in this agreement
will cease immediately, as will all other Ditech Inc. plans and benefits.


Should
your employment with Ditech Inc. be terminated at Ditech’s convenience (not for
cause) we agree: 1) To the extent allowed under US immigration law, to continue
to pay you and your monthly housing expenses, as shown above, until your
children have completed their school year here, 2) Your relocation benefits to
allow you to relocate back to your home in Canada will be paid in accordance
with the agreement as shown above, 3) And to provide tax assistance in the form
of US Tax returns and tax equalization for the period of time you worked in the
US.


The
other terms and conditions of your employment remain the same.


	
  Sincerely,

  	
   

  	
  Accepted by:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  /s/ Lowell
  Trangsrud

  	
   

  	
   

  	
  /s/ Todd Simpson

  	
   

  	
   

  	
         June 4,
  2007   

  
	
  Lowell Trangsrud

  	
   

  	
  Todd Simpson

  	
   

  	
         Date

  
	
  Executive Vice
  President and

  	
   

  	
  Vice President, Marketing

  	
   

  	
   

  
	
  Chief Operating
  Officer

  	
   

  	
   

  	
   

  	
   

  
							



 






* This amount may be
changed through the usual and customary salary review process and approved by
the Board of Directors of the Company.