EXHIBIT
10.17 CONSULTING AGREEMENT
BETWEEN EMIL WANG AND LATITUDE COMMUNICATIONS, INC. This
Consulting Agreement (the Agreement) is entered into by and between
Latitude Communications, Inc.,(the Company), a Delaware
corporation, and Emil Wang (Consultant). 1.             Consulting Relationship.  During the term of this Agreement,
Consultant will provide consulting services (the Services) to the
Company as described on Exhibit A attached to this Agreement.
Consultant represents that Consultant has the qualifications, the experience
and the ability to properly perform the Services.  Consultant shall use Consultants best efforts to perform the
Services such that the results are satisfactory to the Company. 2.             Fees.As consideration for the Services to be
provided by Consultant and other obligations, the Company shall pay to
Consultant the amounts specified in Exhibit B attached to this Agreement
at the times specified therein. 3.             Expenses.  Consultant shall be reimbursed for
out-of-pocket expenses incurred by Consultant at the request of the Company in
connection with the provision of the Services, provided that Consultant submits
receipts for such expenses and obtains prior written approval for any expenses
in excess of $1000. 4.             Term and Termination.  Consultant shall serve as an independent
contractor to the Company for the period commencing on October 1, 2002 and
terminating no later than March 31, 2003, unless extended by the mutual written
agreement of the parties hereto.  Notwithstanding
the foregoing, either party may terminate this Agreement at any time upon ten
days written notice.  In the event of
such termination, Consultant shall be paid for any portion of the Services that
have been performed prior to the termination. 
Further, the Company may terminate this Agreement upon Consultants
material breach of any provisions of this Agreement or the Confidentiality
Agreement (as defined below) with no further obligations to Consultant as set
forth in Section 9 below. The provisions of Sections 5, 7, 8, and 9 and the
Confidentiality Agreement shall survive any termination or expiration of this
Agreement in perpetuity. 5.             Independent Contractor.
Consultants relationship with the Company will be that of an independent
contractor and not that of an employee. 
Consultant shall have no authority to enter into contracts that bind the
Company or create obligations on the part of the Company without the prior
written authorization of the Company. 
Consultant shall provide the Services using her own
tools/equipment.  Consultant
acknowledges and agrees that Consultant will not be eligible for any Company
employee benefits and to the extent she becomes eligible for such benefits,
Consultant hereby expressly waives any rights to participation in such benefit
plans and policies.  Consultant shall
have full responsibility for applicable withholding and other taxes for all
compensation paid to Consultant under this Agreement, and for compliance with
all applicable labor and employment requirements with respect to Consultants
self-employment, sole proprietorship or other form of business organization,
including state workers compensation insurance coverage requirements and any
US immigration visa requirements.  
   Consultant agrees to indemnify, defend and hold the
Company harmless from any liability for, or assessment of, any claims or
penalties with respect to such withholding and other taxes or labor or
employment requirements. 6.             Supervision of Consultants Services.
All of the services to be performed by Consultant, including but not limited to
the Services, will be as agreed between Consultant and the Companys
President/CEO. 7.             Confidentiality Agreement.Consultant
will keep confidential, and will not disclose to any third party (except as
otherwise contemplated by the activities undertaken by Consultant for the
Company hereunder), all information provided to Consultant by the Company.  The foregoing obligation of confidentiality
will not apply to: a)information that is now in the public
domain or subsequently enters the public domain without fault of Consultants
part; b)information that is known by Consultant
of Consultants own sources at the time of disclosure by the Company, as
evidenced by Consultants prior written records; and c)information disclosed to Consultant by a
third party lawfully and contractually entitled to make such disclosure Consultants
obligations of confidentiality will continue for two years after termination of
this Agreement of any reason (including the expiration of this term). 8.             Conflicts with this Agreement.  Consultant represents and warrants that he
is not under any pre-existing obligation in conflict or in any way inconsistent
with the provisions of this Agreement. Consultant represents and warrants that
Consultants performance of all the terms of this Agreement will not breach any
agreement to keep in confidence proprietary information acquired by Consultant
in confidence or in trust prior to commencement of this Agreement. 9.             Breach of this Agreement.  Consultant acknowledges and agrees that upon
Consultants material or intentional breach of any of the provisions of this
Agreement and following written notice of such breach by the Company to
Consultant and an opportunity to cure such breach within five (5) business days
where such breach may be cured, in addition to any other remedies the Company
may have under this Agreement or otherwise, the Companys obligations to (i)
provide payments to Consultant as described in Sections 2 and 3 of this
Agreement, including but not limited to pro-rata payment for work performed as
of the date of termination and (ii) continue the consulting relationship under
this Agreement, shall immediately terminate. 10.           Miscellaneous. (a)           Amendments and Waivers. Any term of this Agreement may be amended or
waived only with the written consent of the party to be charged. -2- 
   (b)           Sole Agreement.  This Agreement, including the Exhibits
hereto, constitutes the sole agreement of the parties and supersedes all oral
negotiations and prior writings with respect to the subject matter hereof. (c)           Notices.  Any notice required or permitted by this Agreement shall be in
writing and shall be deemed sufficient upon receipt, when delivered personally
or by courier, overnight delivery service or confirmed facsimile, 48 hours
after being deposited in the regular mail as certified or registered mail
(airmail if sent internationally) with postage prepaid, if such notice is
addressed to the party to be notified at such partys address or facsimile
number as set forth below, or as subsequently modified by written notice. (d)           Severability.  If one or more provisions of this Agreement are held to be
unenforceable under applicable law, the parties agree to renegotiate such
provision in good faith.  In the event
that the parties cannot reach a mutually agreeable and enforceable replacement
for such provision, then (i) such provision shall be excluded from this
Agreement, (ii) the balance of the Agreement shall be interpreted as if such
provision were so excluded and (iii) the balance of the Agreement shall be
enforceable in accordance with its terms. (e)           Counterparts.  This Agreement may be executed in counterparts, each of which
shall be deemed an original, but all of which together will constitute one and
the same instrument. (f)            Choice of Law; Jurisdiction.  The validity, interpretation, construction
and performance of this Agreement shall be governed by the laws of the State of
California, without giving effect to the principles of conflict of laws. (g)           Advice of Counsel.  EACH PARTY ACKNOWLEDGES THAT, IN EXECUTING
THIS AGREEMENT, SUCH PARTY HAS HAD THE OPPORTUNITY TO SEEK THE ADVICE OF
INDEPENDENT LEGAL COUNSEL, AND HAS READ AND UNDERSTOOD ALL OF THE TERMS AND
PROVISIONS OF THIS AGREEMENT.  THIS
AGREEMENT SHALL NOT BE CONSTRUED AGAINST ANY PARTY BY REASON OF THE DRAFTING OR
PREPARATION HEREOF. [Signature Page Follows]  -3- 
   The
parties have executed this Agreement on the respective dates set forth below.  LATITUDE
  COMMUNICATIONS, INC.
  
  EMIL WANG, an Individual, on behalf of Emil WangName:
  /s/  Rick
  McConnell
  
  /s/ Emil WangSignatureTitle:
  Chief
  Executive OfficerDate:
  October 8, 2002
  
  Date:
  October 8, 2002Address:
  
  Address:2121 Tasman Drive
  
  
  1740 Poppy AveSanta Clara, CA 
  95054
  
  
  Menlo Park, CA 94025    -4- 
   EXHIBIT A  DESCRIPTION OF CONSULTING SERVICES Assistance in defining and pursuing various strategic
alternatives for the Company Assistance in working with any existing or potential
customers the Company may desire Other projects, as assigned, by the
President/CEO   
   EXHIBIT B COMPENSATION For Services performed by Consultant under this Agreement,
the Company shall pay Consultant at the rate of $10,000 per month for the
months of October, November and December, 2002 and at the rate of $5000 per
month for the months of January, February and March, 2003, payable within 10
business days of the Companys receipt of each Invoice.