Exhibit 10.16  [*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS
DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED.  Amendment No. 1 to the Reseller Agreement  This
Amendment No. 1 to the Reseller Agreement (the Amendment), is executed on the
date when signed by the last Party hereto, is effective as of February 1, 2010
(the Amendment Effective Date), and is entered into by and between Ditech
Networks, Inc., having an office at 825 E. Middlefield Road, Mountain View,
California 94043 (Ditech) and Simulscribe LLC, with offices at 885 Second
Avenue, New York, NY 10017 (Simulscribe), each of which may be referred to in
the singular as Party or in the plural as Parties.  RECITALS  A.Ditech and
Simulscribe entered into a Reseller Agreement dated September 10, 2009 (the Agreement).  B.Ditech and
Simulscribe desire to amend the Agreement to, among other things, appoint
Ditech as the exclusive reseller of the Services to Retail Customers of
Simulscribe, permit Ditech to provide the Services provided by Simulscribe
directly to its customers, and to amend the amount of liquidated damages to be
paid by Simulscribe for a loss of the ability to provide the Services to
customers as a result of events that have occurred between the Effective Date
and the Amendment Effective Date and the changes in the contractual
relationship between the parties as set forth herein, each as further described
in this Amendment.  C.Contemporaneously
with entering into this Amendment and as part of the overall transactions
contemplated by the Parties, and in consideration for the Parties entering into
this Amendment, the Parties are entering into an Exclusive Patent and
Technology License Agreement under which Simulscribe grants to Ditech exclusive
rights to certain of Simulscribes patents and technology, including
Simulscribes software to enable Ditech to provide the services described in
this Agreement (the Technology License Agreement).  Now,
therefore, in consideration of the premises and the covenants hereinafter
contained as well as the entering into of the Technology License Agreement, the
Parties hereto agree as follows:  AGREEMENT  1.Definitions.  Capitalized terms used herein but not defined
shall have the meanings given to such terms in the Agreement.  Section 1 (Definitions) of the Agreement is
hereby amended to add the following definitions:  1.1Assigned Retail Payments
has the meaning given it in Section 2.3 (Retail Customers).  1.2Customers
means Wholesale Customers and Retail Customers.  1.3Ditech Services
has the meaning given in the Technology License Agreement.  1.4Replacement Service
has the meaning given in Section 8.1(a) (Duration of Agreement).  1.5Retained Customers
means all Wholesale Customers of Simulscribe existing as of the Effective Date
that were not assigned to Ditech and all Retail Customers of Simulscribe
existing as of the Amendment Effective Date.  1


[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS
DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED.  1.6Retained Services
means the Services provided directly by Simulscribe to those Retained Customers
where the provision of the Subcontract Services by Ditech to such Retained
Customers is not permitted under Simulscribes agreement with such Retained
Customer or is not permitted without the consent of any other party to such
Assigned Customer Contract and such consent shall not have been received or if
the provision of the Subcontract Services by Ditech to such Retained Customers
otherwise would constitute a breach of, or cause a loss of contractual benefits
under, Simulscribes agreement with such Retained Customer.  1.7Simulscribe Patents
has the meaning given in the Technology License Agreement.  1.8Simulscribe Technology
has the meaning given in the Technology License Agreement.  1.9Subcontract Services
has the meaning given in Section 2.2 (Services).  2.Retail
Customers.  Section
1(c) (Retail Customers) of the Agreement is hereby deleted in its entirety
and replaced with the following:  c.Retail
Customers shall mean any and all customers who purchase or receive any of the
Services, Subcontract Services or Retained Services for its own personal
consumption or use, but not a Bundled Wholesale Customer.  3.Customers.  The references to Wholesale Customers in
Section 3.1(b) (Services Exclusivity), 3.2(e) (Acceleration), and 6.1(c),
are hereby replaced with references to Customers.  4.Retained
Services.  The
references to Services in Section 3.1(e) (Taxes), 6.1(a) (Warranty), and 7
(Audit) of the Agreement are hereby replaced with references to Services and
Retained Services.  The references to Services
in Section 10.1 (Indemnification by Simulscribe) of the Agreement are hereby
replaced with references to Services and/or Retained Services.  5.Subcontract
Services.  The
references to Services in Section 1(h) (Wholesale Customer) and Section 5 (Trademarks)
of the Agreement are hereby replaced with references to Services and/or
Subcontract Services.  The reference to Services
in Section 3.1(b) (Services Exclusivity) of the Agreement is hereby replaced
with the reference to Services and Subcontract Services.  The reference to Services in Section 3.2(e)
(Acceleration) of the Agreement are hereby replaced with the reference to Services
or Subcontract Services, as applicable. 
The references to Services in Section 8.2 (Loss of Exclusivity) in
the paragraph after Section 8.2(b) and Section 12.2(a) and (b) (Effect) of
the Agreement are hereby replaced with references to Services and the
exclusive right to provide the Subcontract Services. The references to Services
in Section 10.2 (Indemnification by Ditech) of the Agreement, other than the last
sentence thereof, are hereby replaced with references to Subcontract Services.  6.Exclusivity.  Section 2.1 (Exclusivity) of the Agreement
is hereby deleted in its entirety and replaced with the following:  2.1Exclusivity. Simulscribe
hereby appoints Ditech as its exclusive seller of the Services (except for the
Retained Services) for Customers in the Territory and as the exclusive provider
(even as to Simulscribe, except for the Retained Services) of services using
the Simulscribe Technology, including the Subcontract Services and the Ditech
Services to the Retained Customers, and Ditech hereby accepts such
appointment.  Simulscribe may not appoint
any distributors, independent sales representatives, sellers or resellers of
the Services in the Territory for any Customers without the consent of
Ditech.  Simulscribe will not provide or
make available any of the Services to any Customers, except for the Retained
Services, and will not authorize any other party to provide any Services or
Retained Services or any services which compete with the Services or Retained  2


[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS
DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED.  Services
to any Customer.  Simulscribe shall
promptly forward any Customers, and after the Assignment Date any Assigned
Customers, orders or inquiries it may receive to Ditech and shall inform its
Customers, and after the Assignment Date any Assigned Customers, that the
Services shall be ordered directly from Ditech. 
Ditech may sell the Services, the Subcontract Services and the Ditech
Services under the applicable Marks, and at the option of Ditech, together with
the name Ditech and, upon the mutual agreement of the parties, any other
tradename.  7.Services.  Section 2.2 (Services) and Schedule B of
the Agreement are hereby deleted in their entirety and Section 2.2 (Services)
is replaced with the following:  2.2Services. As
of the Amendment Effective Date, Ditech shall take over and perform those
voice-to-text services Simulscribe performed for Ditech and directly for the
Retained Customers prior to the Amendment Effective Date (the Subcontract Services). 
Ditech will have no obligation to provide any Subcontract Services to
those Retained Customers for which Simulscribe has the right to perform the
Retained Services.  Simulscribe will
cooperate with Ditech in Ditechs performance of the Subcontract Services and
will continue to provide Ditech with access to Simulscribes systems and
facilities, to the extent available, as necessary for Ditech to perform the
Subcontract Services. Ditech will have no liability or responsibility for a
failure to provide any Subcontract Services where such failure results from
Simulscribe not providing Ditech with sufficient information or access to
enable Ditech to provide the Subcontract Services.  Notwithstanding
Ditechs obligations under this Section 2.2, Ditech does not assume any
obligations or liabilities or agree to provide or perform, and will not be
deemed by virtue of the execution and delivery of this Amendment or the
performance of the Subcontract Services to assume any liabilities and
obligations of Simulscribe (a) under the Assigned Customer Contracts or the
Non-Assigned Customer Contracts except as may be provided under Section 4 (Assigned
Customers), (b) relating to the Retained Services, (c) to provide any finance
functions, and (d) to coordinate any research and development for future
product offerings, directly or indirectly with third parties.  8.Retail
Customers.  The
following is added as a new Section 2.3 (Retail Customers) of the Agreement:  2.3Retail
Customers. To
the extent Simulscribe receives any amounts after the Amendment Effective Date
during the term of the Agreement directly from a Retail Customer, including
under any agreement between Simulscribe and the Retail Customer, or from any
customer in connection with any Retained Services, Ditech shall have the right
to receive all such amounts and Simulscribe shall transfer and assign to Ditech
all such amounts (collectively, the Assigned Retail Payments).  The transfer and assignment to Ditech of all
Assigned Retail Payments shall not transfer or assign to Ditech any agreements
between Simulscribe and the applicable customer or any obligations or
liabilities relating to such customers and shall not relieve Simulscribe of any
liability or obligations relating to such customer.  Simulscribe will be responsible for all such
liability and obligations, and Ditech will have no liabilities for and will not
assume any such liability or obligations except to the extent such obligations
or liabilities accrued under a written agreement directly between Ditech and
the applicable customer.  In the event
Ditech is required to pay to any such customer after the Effective Date any
valid lien, debt, or expense incurred by Simulscribe prior to or after the
Amendment Effective Date, Ditech shall have the right to offset any such lien,
debt, or expense actually paid by Ditech, which is the valid and legal
obligation of Simulscribe, against any payment owed to Simulscribe by Ditech
and will have the right to recover any such lien, debt, or expense actually
paid by Ditech from Simulscribe.  3


[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS
DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED.  9.Services
Fee.  Section 3.1(c) (Services Fee)
of the Agreement shall be deleted in its entirety.  As of the Amendment Effective Date, Ditech
will have no obligation to pay Simulscribe the Services Fee or any other
service fee or to reimburse Simulscribe for any out of pocket costs incurred by
Simulscribe on or after the Amendment Effective Date.  10.Prices.  Section 3.1(d) (Prices) of the Agreement
shall be deleted in its entirety and replaced with the following:  d.Prices.  Ditech is free to determine its own prices
for sale of the Ditech Services, including the Subcontract Services, to its
Customers, and nothing expressed or implied herein shall in any way limit
Ditechs ability to set such prices in its sole discretion.  Ditech shall bill all Customers directly and
retain all payments made by the Customers.  11.Incremental
Revenue.  Section 3.2(a) (Incremental
Revenue) of the Agreement shall be deleted in its entirety and replaced with
the language below.  Notwithstanding the
deletion and replacement of Section 3.2(a) (Incremental Revenue), Incremental
Revenue will be calculated based on and using the existing definition in the
Agreement prior to the Amendment Effective Date and based on and using the
definition set forth below as of and after the Amendment Effective Date.  a.Incremental
Revenue shall mean the sum of all amounts paid by Customers to Ditech for
voice-to-text transcription services, including the Subcontract Services, and
for Pokety-Poke services; provided that when any of the foregoing services are
bundled with a Ditech product, the amounts considered to be Incremental
Revenue shall be only the prorated recognized revenue of the foregoing service
which the parties agree should be allocated to the voice-to-text transcription
services or the Pokety-Poke service prorated based on market prices of the
bundled services if sold on a stand alone basis (to the extent that the parties
cannot agree on such allocation any such dispute shall be resolved by the
Independent Auditor (as defined in Section 3.2(b) hereof) and the cost of the
Independent Auditor shall be borne equally by the parties).  For purposes of calculating Incremental
Revenue, voice-to-text transcription services shall include all voice-to-text
transcription services sold by Ditech, including those voice-to-text
transcription services based on the Subcontract Services and voice-to-text
competitive products sold by Ditech (including Pokety-Poke), but shall not
include non-voice-to-transcription services or products bundled with
voice-to-transcription services or products (the allocation of revenue between
such services and products of which shall be pro-rated, as set forth above).  12.Assigned
Customers.  The
following two paragraphs are hereby added as new paragraphs at the end of
Section 4 (Assigned Customers) of the Agreement:  As
of the Amendment Effective Date, Simulscribe will cease performing Services
(except for the Retained Services) directly for the Assigned Customers and
Ditech will perform the Subcontract Services for the Assigned Customers.  To
the extent that as of the Assignment Date the assignment under the Agreement by
Simulscribe to Ditech of any Assigned Customer Contracts is not permitted or is
not permitted without the consent of any other party to such Assigned Customer
Contract and such consent shall not have been received or if such assignment
otherwise would constitute a breach of, or cause a loss of contractual benefits
under, any such Assigned Customer Contract, or to the extent that Ditech has
elected not to have any of the Assigned Customer Contracts assigned to Ditech
as a result of (a) Simulscribe not being able to provide Ditech with copies of
the Assigned Customer Contract, (b) Simulscribe not having entered into written
agreements with the applicable Assigned Customer, or (c) Ditech determining, in
its sole discretion, that the amounts payment under the applicable Assigned
Customer Contract were not sufficient to warrant the  4


[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS
DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED.  assignment
to Ditech, then the Agreement shall not be deemed to constitute an assignment
of any such Assigned Customer Contract (such contracts, together with all
contracts between Simulscribe and Retail Customers as of the Amendment
Effective Date, the Non-Assigned Customer
Contracts), and Ditech shall assume no obligations or liabilities
under any such Non-Assigned Customer Contract. 
Notwithstanding the foregoing with respect to any such Non-Assigned
Customer Contract, at Ditechs request, Simulscribe shall cooperate with Ditech
following the Assignment Date in any reasonable arrangement designed to provide
Ditech with the rights and benefits under any such Non-Assigned Customer
Contract, including the enforcement for the benefit of Ditech of any and all
rights of Simulscribe against any other party arising out of any breach or
cancellation of any such Non-Assigned Customer Contract by such other party and,
if requested by Ditech, acting as an agent on behalf of Ditech or as Ditech
shall otherwise reasonably require, all at Simulscribes expense.  In addition, with respect to any such consent
that is not obtained prior to the Assignment Date, at Ditechs request, upon
Simulscribes cooperation with Ditech following the Assignment Date in any
reasonable arrangement designed to provide Ditech with the rights and benefits
under any such Assigned Customer Contract, Ditech shall assume the obligations
under any such Assigned Customer Contract to the extent such obligations would
have otherwise been assumed by Ditech if such Non-Assigned Customer Contract
had been assigned to Ditech.  13.Duration
of Agreement.  Section
8.1(c) of the Agreement is deleted in its entirety, and Section 8.1(a) (Duration
of Agreement) of the Agreement is hereby deleted in its entirety and replaced
with the following:  Subject
to the termination rights of the parties, this Agreement shall continue in
force indefinitely unless terminated or canceled as provided herein; provided,
that Ditech may terminate this Agreement in the event that [*].  14.Loss of
Exclusivity.  Section
8.2(a) and (b) (Loss of Exclusivity) of the Agreement shall be deleted in its
entirety and replaced with the following (provided that the paragraph below
section 8.2(b) in the Agreement remains unchanged except as set forth in
Section 5 (Subcontract Services) of this Amendment):  a.If at any time
after the Amendment Effective Date Simulscribe provides the Services (other
than the Retained Services) to any Customer (including any Retained Customer)
or collects any revenue directly from a Customer (other than a Retained
Customer, but subject to Simulscribes obligations under Section 4 (Assigned
Customers)), Ditech shall be entitled to receive and Simulscribe shall
immediately pay to Ditech, as liquidated damages, [*].  b.If at any time
after the Amendment Effective Date Simulscribe appoints any third party as a
reseller of the Services to Customers or enables a third party to provide the
Services or services that compete with the Services to any Customer or provides
a third party with a license to any of the Simulscribe Technology, Ditech shall
be entitled to receive and Simulscribe shall immediately pay to Ditech, as
liquidated damages, [*].  15.Loss of
Service.  Section 8.3(a) and (b) (Loss
of Service) of the Agreement shall be deleted in its entirety and replaced
with the following:  a.Simulscribe
agrees to indemnify, defend and hold harmless Ditech in respect of any losses
suffered by Ditech up to September 9, 2011, in the event that prior to
September 9, 2011, [*].  b.In the event
that at any time up to March 31, 2013, Simulscribe intentionally harms Ditechs
ability to provide voice-to-text transcription services, which harm is not
remedied  5


[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS
DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED.  within
thirty (30) days of written notice thereof describing the harm in detail,
Ditech shall be entitled to receive and Simulscribe shall immediately pay to
Ditech, as liquidated damages, [*].  The
parties understand that Ditech will invest significant resources in building
its business related to the exclusive use of the Services and ability to offer
the Subcontract Services, which the parties anticipate will result in significant
future revenue streams to Ditech, which if lost would result not only in lost
revenue but also in the loss of the value of Ditechs investment in the
business.  Accordingly, the parties
acknowledge that it is impractical and extremely difficult to determine the
actual damages or lost revenues that may result from Simulscribe intentionally
harming Ditechs ability to provide voice-to-text transcription services.  Accordingly, the amounts payable to Ditech as
liquidated damages under this Section 8.3 are (y) liquidated damages, and not
a penalty, and (z) reasonable and not disproportionate to the presumed damages
to Ditech, including through a loss of profits.  16.Effects
of Termination.Section 8.4
(Effects of Termination) of the Agreement is amended by inserting , 8.3(a)
after Section 8.2(b) in the fourth line of such section.  17.Indemnification
by Simulscribe.Section 10.1
(Indemnification by Simulscribe) of the Agreement is amended by inserting or
Ditech in Section 10.1(ii) after provided by Simulscribe.  18.Limitation
on Liability.Section 11 (Limitation
on Liability) of the Agreement shall be deleted in its entirety and replaced
with the following:  11.LIMITATION OF LIABILITY  Notwithstanding
anything to the contrary set forth in this Agreement, (a) the total liability
of Simulscribe to Ditech under Sections [*] hereof in the aggregate shall not
exceed [*], except to the extent that any such liability is due to the fraud or
intentional misrepresentation of Simulscribe or infringement claims under
Section 10.  Ditechs total liability
under this Agreement is limited to and shall not exceed [*].  Except for claims with respect to [*] or with
respect to any matter set forth in [*], in no event will either party be liable
for any consequential, indirect, exemplary, special, or incidental damages,
including any lost data and lost profits, arising from or relating to this
Agreement; provided, however, that Simulscribe
shall not be liable for consequential, indirect, exemplary, special, or
incidental damages, including any lost data and lost profits, arising from or
relating to this Agreement for matters set forth in [*] in excess of [*], or
for matters set forth in [*] in excess of [*].  19.Effect
of Change of Control.  The
reference to the exclusive use of the Services in the seventh line of Section
12.2(a) (Effect) of the Agreement shall be deleted in and replaced with a
reference to exclusive right to resell the Services and the exclusive right to
provide the Ditech Services, including the Subcontract Services.  20.Effect
of Amendment.  Except with
respect to the matters set forth in Section 10 of this Amendment, which shall
be effective as of the Effective Date, the provisions of the Agreement in
existence prior to the Amendment Effective Date shall govern the contractual
relationship of the Parties prior to the Amendment Effective Date, and the
provisions of the Agreement as amended by this Amendment shall govern the
contractual relationship of the Parties subsequent to the Amendment Effective
Date.  21.Provisions
of Note.  The provisions of the
promissory notes issued pursuant to Section 3.1 of the Agreement referencing
provisions of the Agreement therein, shall be deemed to reference the
provisions of the Agreement, as amended by this Amendment, from and after the
Amendment Effective Date, except that the application of the third sentence of
section 1 of the promissory notes solely with  6


[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS
DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED.  respect to an event occurring referenced in Section 8.3(b) which does
not also constitute an event referenced in Section 8.2(b) or Section 12.2 shall
apply only with respect to the Section 8.3(b) Amount of the principal amount of
the promissory notes.  22.General.Nothing in this Amendment or the Agreement shall limit or restrict
Ditech from offering, selling, or providing the Ditech Service or any product
or service that is similar to or that competes with the Service or any product
of Simulscribe.  As of the Amendment
Effective Date, all references to the Agreement means the Agreement as
amended by this Amendment.  Except as
expressly stated in this Amendment, the Agreement continues unchanged and in
full force and effect. This Amendment may be executed in one or more counterparts,
each of which shall be considered an original, but all of which counterparts
together shall constitute one and the same instrument.  The address for notice to Simulscribe is
changed to Simulscribe LLC, c/o Wachtel & Masyer LLP, 885 Second Avenue,
New York, New York 10017.  7


[*] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS
DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES
EXCHANGE ACT OF 1934, AS AMENDED.  IN
WITNESS WHEREOF, the Parties have caused this Amendment to the Agreement to be
executed by their duly authorized representatives on the date set forth below.   Ditech Networks, Inc.
  
  Simulscribe
  LLCBy:
  /s/
  Todd Simpson
  
  By:
  /s/
  William WachtelName:
  Todd
  Simpson
  
  Name:
  William
  WachtelTitle:
  CEO
  
  Title:
  ManagerDate:
  4/29/10
  
  Date:
  4-29-10  8