**EXHIBIT 10.51**
**FIRST VIRTUAL COMMUNICATIONS, INC.**
**EMPLOYEE STOCK PURCHASE PLAN OFFERING**
**Adopted June 13, 2003**
**1.**   **Grant; Offering Date.**
     **(a) **The Board of Directors of First Virtual Communications, Inc. (the“Company”), pursuant to the Company’s 1997 Employee Stock Purchase Plan (the“Plan”), hereby authorizes the grant of rights to purchase shares of the commonstock of the Company (“Common Stock”) to all Eligible Employees (an“Offering”). Subject to earlier termination in accordance with subsection 1(b)below, an Offering shall commence on July 1, 2003 and end on June 30, 2005. Thefirst day of an Offering is that Offering’s “Offering Date.” If an OfferingDate does not fall on a day during which the Common Stock is actively traded,then the Offering Date shall be the next succeeding day during which the CommonStock is actively traded. Capitalized terms not explicitly defined in thisOffering shall have the same definitions as set forth in the Plan.
     **(b) **Notwithstanding anything to the contrary, in the event that the fairmarket value of a share of Common Stock on any Purchase Date (as definedherein) during an Offering is less than the fair market value on the OfferingDate of the Offering, then following the purchase of Common Stock on suchPurchase Date (i) the Offering shall terminate, (ii) a new Offering shallcommence on the day following the Purchase Date that shall extend for two (2)years, and (iii) participants shall automatically be enrolled in the newOffering.
     **(c) **At the end of each Offering, a new Offering shall begin that shallextend for two (2) years, and participants shall automatically be enrolled insuch new Offering.
     **(d) **Prior to the commencement of any Offering, the Board of Directors (orthe Committee described in subparagraph 2(c) of the Plan, if any) may changeany or all terms of such Offering and any subsequent Offerings. The grantingof rights pursuant to each Offering hereunder shall occur on each respectiveOffering Date unless, prior to such date (a) the Board of Directors (or suchCommittee) determines that such Offering shall not occur, or (b) no sharesremain available for issuance under the Plan in connection with the Offering.
**2.**   **Eligible Employees.**
     **(a) **All employees of the Company and each of its Affiliates (as defined inthe Plan) incorporated in the United States, shall be granted rights topurchase Common Stock under each Offering on the Offering Date of suchOffering, provided that each such employee otherwise meets the employmentrequirements of subparagraph 5(a) of the Plan (an “Eligible Employee”).Notwithstanding the foregoing, the following employees shall *not*be EligibleEmployees or be granted rights under an Offering: (i) part-time or seasonalemployees whose customary employment is less than 20 hours per week or 5 monthsper calendar year or (ii) 5% stockholders (including ownership throughunexercised options) described in subparagraph 5(c) of the Plan.
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     **(b) **Each person who first becomes an Eligible Employee during any Offeringand at least six (6) months prior to the final Purchase Date of the Offeringwill, on the next January 1 or July 1 during that Offering, receive a rightunder such Offering, which right shall thereafter be deemed to be a part of theOffering. Such right shall have the same characteristics as any rightsoriginally granted under the Offering except that:
          **(1)**the date on which such right is granted (*i.e.,*the date an employeefirst becomes eligible to commence participation in the Plan) shall be the“Offering Date” of such right for all purposes, including determination of theexercise price of such right; and
          **(2)**the Offering for such right shall begin on its Offering Date and endcoincident with the end of the ongoing Offering.
**3.**   **Rights.**
     **(a) **Subject to the limitations contained herein and in the Plan, on eachOffering Date each Eligible Employee shall be granted the right to purchase thenumber of shares of Common Stock purchasable with up to fifteen percent (15%)of such Eligible Employee’s Earnings paid during such Offering after theEligible Employee first commences participation; provided, however, that noemployee may purchase Common Stock on a particular Purchase Date that wouldresult in more than fifteen percent (15%) of such employee’s Earnings in theperiod from the Offering Date to such Purchase Date having been applied topurchase shares under all ongoing Offerings under the Plan and all otherCompany plans intended to qualify as “employee stock purchase plans” underSection 423 of the Internal Revenue Code of 1986, as amended (the “Code”). Forthis Offering, “Earnings” means the total compensation paid to an employee,including all salary, wages (including amounts elected to be deferred by theemployee, that would otherwise have been paid, under any cash or deferredarrangement established by the Company), variable pay, overtime pay,commissions, bonuses, and other remuneration paid directly to the employee, butexcluding profit sharing, the cost of employee benefits paid for by theCompany, education or tuition reimbursements, imputed income arising under anyCompany group insurance or benefit program, traveling expenses, business andmoving expense reimbursements, income received in connection with stockoptions, contributions made by the Company under any employee benefit plan, andsimilar items of compensation.
     **(b) **Notwithstanding the foregoing, the maximum number of shares of CommonStock an Eligible Employee may purchase on any Purchase Date in an Offeringshall be such number of shares as has a fair market value (determined as of theOffering Date for such Offering) equal to (x) $25,000 multiplied by the numberof calendar years in which the right under such Offering has been outstandingat any time, minus (y) the fair market value of any other shares of CommonStock (determined as of the relevant Offering Date with respect to such shares)which, for purposes of the limitation of Section 423(b)(8) of the Code, areattributed to any of such calendar years in which the right is outstanding. Theamount in clause (y) of the previous sentence shall be determined in accordancewith regulations applicable under Section 423(b)(8) of the Code based on (i)the number of shares previously purchased with respect to such calendar yearspursuant to such Offering or any other Offering under the Plan, or pursuant toany other Company plans intended to qualify as “employee stock purchase plans”under
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 Section 423 of the Code, and (ii) the number of shares subject to otherrights outstanding on the Offering Date for such Offering pursuant to the Planor any other such Company plan.
     **(c) **In addition to the other limitations in this Section 3, the maximumaggregate number of shares of Common Stock that an Eligible Employee maypurchase in each calendar year pursuant to the Plan shall be 25,000.
     **(d) **The maximum aggregate number of shares available to be purchased byall Eligible Employees under an Offering, and on each Purchase Date during anOffering, shall be the number of shares remaining available under the Plan onthe Offering Date. If the aggregate purchase of shares of Common Stock uponexercise of rights granted under the Offering would exceed the maximumaggregate number of shares available, the Board shall make a pro rataallocation of the shares available in a uniform and equitable manner.
**4.**   **Purchase Price.**
     The purchase price of the Common Stock under the Offering shall be thelesser of eighty-five percent (85%) of the fair market value of the CommonStock on the Offering Date (or eighty-five percent (85%) of the fair marketvalue of the Common Stock on the first day on which the Company’s Common Stockis actively traded that immediately follows the Offering Date if an OfferingDate does not fall on a day during which the Company’s Common Stock is activelytraded) or eighty-five percent (85%) of the fair market value of the CommonStock on the Purchase Date (or eighty-five percent (85%) of the fair marketvalue of the Common Stock on the first day on which the Company’s Common Stockis actively traded that immediately precedes the Purchase Date if a PurchaseDate does not fall on a day during which the Company’s Common Stock is activelytraded), in each case rounded up to the nearest whole cent per share.
**5.**   **Participation.**
     **(a) **An Eligible Employee may elect to participate in an Offering at thebeginning of the Offering or as of any January 1 or July 1 during the Offering.An Eligible Employee shall become a participant in an Offering by deliveringan agreement authorizing payroll deductions. Such deductions may be in wholedollars or whole percentages not to exceed fifteen percent (15%) of Earnings.A participant may not make additional payments into his or her account. Theagreement shall be made on such enrollment form as the Company provides, andmust be delivered to the Company before the date of participation to beeffective for such Offering, or as otherwise determined by the Company andcommunicated to Eligible Employees.
     **(b) **A participant may increase or reduce (including to zero) his or herparticipation level effective as of any next subsequent January 1 or July 1during the course of an Offering. A participant may additionally reduce his orher participation level once during any six (6)-month period ending on aPurchase Date (or such longer period ending on the first Purchase Date), exceptthat a participant may make a second reduction during such period to zero (0)percent, effective as soon as administratively practicable. Any such change inparticipation shall be made by delivering a notice to the Company or adesignated Affiliate in such form and at such time as the Company provides. Inaddition, a participant may change his or her deductions prior to the
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 beginning of a new Offering to be effective at the beginning of such newOffering. A participant may withdraw from an Offering and receive his or heraccumulated payroll deductions from the Offering (reduced to the extent, ifany, such deductions have been used to acquire Common Stock for the participanton any prior Purchase Dates), without interest, at any time prior to the end ofthe Offering, excluding only each ten (10) day period immediately preceding aPurchase Date (or such shorter period of time determined by the Company andcommunicated to participants), by delivering a withdrawal notice to the Companyin such form as the Company provides. A participant who has withdrawn from anOffering shall not be entitled to again participate in such Offering, but mayparticipate in other Offerings under the Plan by submitting a new participationagreement in accordance with the terms thereof.
**6.**   **Purchases.**
     Subject to the limitations contained herein, on each Purchase Date, eachparticipant’s accumulated payroll deductions (without any increase forinterest) shall be applied to the purchase of whole shares of Common Stock, upto the maximum number of shares permitted under the Plan and the Offering.“Purchase Date” shall be defined as each June 30 and December 31. If aPurchase Date does not fall on a day during which the Common Stock is activelytraded, then the Purchase Date shall be the nearest prior day on which theCommon Stock is actively traded.
**7.**   **Notices and Agreements.**
     Any notices or agreements provided for in an Offering or the Plan shall begiven in writing, in a form provided by the Company, and unless specificallyprovided for in the Plan or this Offering shall be deemed effectively givenupon receipt or, in the case of notices and agreements delivered by theCompany, upon receipt or upon five (5) days after deposit in the United Statesmail, postage prepaid.
**8.**   **Exercise Contingent on Stockholder Approval.**
     The rights granted under an Offering are subject to the approval of thePlan by the stockholders as required for the Plan to obtain treatment as atax-qualified employee stock purchase plan under Section 423 of the Code.
**9.**   **Offering Subject to Plan.**
     Each Offering is subject to all the provisions of the Plan, and itsprovisions are hereby made a part of the Offering, and is further subject toall interpretations, amendments, rules and regulations which may from time totime be promulgated and adopted pursuant to the Plan. In the event of anyconflict between the provisions of an Offering and those of the Plan (includinginterpretations, amendments, rules and regulations which may from time to timebe promulgated and adopted pursuant to the Plan), the provisions of the Planshall control.
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