<PAGE>   1
                                                                   EXHIBIT 10.12

                                    AMENDED

                               LICENSE AGREEMENT


                                    between


                         DIGITAL EQUIPMENT CORPORATION



                                      and



                      INTELECT VISUAL COMMUNICATIONS CORP.
               Formerly Known As Mosaic Information Technologies


                                      for



                         VIDEO CONFERENCING TECHNOLOGY





                         AGREEMENT #            QR-CLDD2-23
                                       -------------------------------
                       EFFECTIVE DATE
                                              November 6, 1997
                                       -------------------------------
                                       (On the Date of Last Signature)




DIGITAL CONFIDENTIAL                   1                        NOVEMBER 5, 1997
<PAGE>   2
                               TABLE OF CONTENTS


RECITALS

ARTICLE 1: RESOLUTION OF DISPUTES

                        AMENDED CONTINUING LICENSE TERMS

ARTICLE 2: DEFINITIONS

ARTICLE 3: TITLE AND LICENSE GRANTS

ARTICLE 4: CONFIDENTIALITY

ARTICLE 5: TECHNICAL ASSISTANCE

ARTICLE 6: ROYALTY PAYMENTS

ARTICLE 7: PAYMENT, REPORTS AND RECORDS

ARTICLE 8: DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

ARTICLE 9: INDEMNITY

ARTICLE 10: TERM AND TERMINATION

ARTICLE 11: PUBLICITY

ARTICLE 12: REPRESENTATIONS AND UNDERSTANDINGS

ARTICLE 13: GENERAL


APPENDIX A: DESCRIPTION OF LICENSED TECHNOLOGY

APPENDIX B: DEFINITION OF IVC LICENSED PRODUCT(S)

APPENDIX C: LEGAL REQUIREMENTS FOR END USER AGREEMENTS

APPENDIX D: FORMAT OF PAYMENT REPORT





DIGITAL CONFIDENTIAL                   2                        NOVEMBER 5, 1997
<PAGE>   3
                                    AMENDED
                               LICENSE AGREEMENT
                                    between
                         DIGITAL EQUIPMENT CORPORATION
                                      and
                      INTELECT VISUAL COMMUNICATIONS CORP.
            Formerly Known As Mosaic Information Technologies, Inc.

This AMENDED LICENSE AGREEMENT, dated and effective on the date of the last
signature noted on the Signature Page (the "EFFECTIVE DATE") is entered into by
and between Digital Equipment Corporation, a Massachusetts corporation with
principal offices at 111 Powdermill Road, Maynard, Massachusetts, 01754
("DIGITAL"), and Intelect Visual Communications Corp., a Delaware corporation,
with offices at 1100 Executive Drive, Richardson , Texas 75081 and formerly
known as Mosaic Information Technologies ("IVC").

                                    RECITALS

DIGITAL and Mosaic Information Technologies entered into a License Agreement
dated as of June 13, 1996 with respect to certain DIGITAL proprietary video
conferencing technology ( the "ORIGINAL LICENSE AGREEMENT"); and

Mosaic Information Technologies was acquired and merged into IVC; and

Disputes have arisen between DIGITAL and IVC with respect to the negotiation of
the ORIGINAL LICENSE AGREEMENT and DIGITAL's and IVC's performance and license
fee payments under the terms of the ORIGINAL LICENSE AGREEMENT; and

DIGITAL sent notice of termination of the ORIGINAL LICENSE AGREEMENT to IVC on
April 23, 1997; and

DIGITAL and IVC desire to resolve all disputes between them and to amend and
restate the terms and conditions of and to reinstate the license authority on a
non-exclusive basis only by executing this Amended License Agreement which
shall hereafter be referred to as the AMENDED LICENSE AGREEMENT and which
AMENDED LICENSE AGREEMENT shall amend, restate and supersede the ORIGINAL
LICENSE AGREEMENT; and

DIGITAL and IVC desire to terminate the Non-Disclosure Agreement between them
dated June 1, 1997.

NOW THEREFORE, in consideration of the mutual promises set forth herein, the
resolution of all subsisting disputes in connection with the ORIGINAL LICENSE
AGREEMENT, IVC's payment of the INITIAL ROYALTY PAYMENT and any future
ROYALTIES provided for at Article 6 hereof and IVC's payment for a portion of
and the disposition of the remainder of the products and components inventory
as directed by DIGITAL, DIGITAL and IVC agree as follows:





DIGITAL CONFIDENTIAL                   3                        NOVEMBER 5, 1997
<PAGE>   4
                       ARTICLE 1 - RESOLUTION OF DISPUTES

1.01     IVC agrees that the DIGITAL INTELLECTUAL PROPERTY RIGHTS and the
         LICENSED TECHNOLOGY provided by DIGITAL under the terms of the
         ORIGINAL LICENSE AGREEMENT were received and accepted and that
         although the adequacy of delivery has been in dispute, upon the
         execution of this AMENDED LICENSE AGREEMENT, DIGITAL has no further
         obligations to deliver any tangible property (including but not
         limited to products or components) or intangible property (including
         but not limited to know-how, consulting or other services) to IVC
         under this AMENDED LICENSE AGREEMENT or the ORIGINAL LICENSE
         AGREEMENT.

1.02     IVC represents and agrees that, in connection with the negotiation and
         execution of this AMENDED LICENSE AGREEMENT, DIGITAL has made no
         representations of or suggestions about the existence or possibility
         of future business opportunities either with DIGITAL or with any
         DIGITAL subsidiary, affiliate, dealer, broker or representative or
         with any public or private enterprise or agency with whom DIGITAL or
         any DIGITAL subsidiary, affiliate, dealer, broker or representative
         may do business now or in the future to induce IVC to enter into this
         AMENDED LICENSE AGREEMENT and that IVC is familiar with the market for
         any tangible or intangible product which IVC may develop from the
         DIGITAL INTELLECTUAL PROPERTY RIGHTS and the LICENSED TECHNOLOGY.

1.03     IVC represents and agrees that, in connection with the negotiation and
         execution of this AMENDED LICENSE AGREEMENT,  DIGITAL has made no
         representation or warranty with respect to the quality,
         characteristics or functionality of the DIGITAL INTELLECTUAL PROPERTY
         RIGHTS or the LICENSED TECHNOLOGY including but not limited to whether
         it is error-free or will operate in accordance with the performance
         requirements of IVC or any of its licensees or transferees.  IVC
         AGREES THAT THERE ARE NO EXPRESS AND IMPLIED WARRANTIES, INCLUDING ANY
         WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND
         NONE HAVE BEEN CREATED BY THE COURSE OF DEALINGS BETWEEN IVC AND
         DIGITAL WITH RESPECT TO THE PERFORMANCE OF THE ORIGINAL LICENSE
         AGREEMENT OR WITH RESPECT TO THE NEGOTIATION OR EXECUTION OF THIS
         AMENDED LICENSE AGREEMENT.

1.04     IVC and DIGITAL agree that all license fees paid prior to the date of
         this AMENDED LICENSE AGREEMENT shall be retained by DIGITAL and that
         on the execution of this AMENDED LICENSE AGREEMENT IVC shall have no
         further obligation to pay the license fees allegedly due to DIGITAL
         from IVC under the terms of the ORIGINAL LICENSE AGREEMENT or license
         fees which would have become due in the future under the ORIGINAL
         LICENSE AGREEMENT.  The license fees paid by IVC to DIGITAL prior to
         the date of this AMENDED LICENSE AGREEMENT, however, shall NOT be
         credited against any ROYALTY payments reserved to DIGITAL under the
         terms of Article 6 of this AMENDED LICENSE AGREEMENT.

1.05     IVC ordered and DIGITAL delivered certain product and component
         inventory to IVC subsequent to the execution of the ORIGINAL LICENSE
         AGREEMENT about which there are disputes.  IVC agrees that it accepted
         a part of the product and component inventory delivered and represents
         that it rejected a part of the product and component inventory
         delivered by DIGITAL as non-conforming and damaged.  DIGITAL and IVC
         agree that IVC has accepted and sold, used or placed in inventory,
         products and components for which it is obligated to and agrees to pay
         DIGITAL the sum of ONE HUNDRED TWENTY TWO THOUSAND ONE HUNDRED AND
         FORTY THREE U.S. DOLLARS (U.S. $122,143.00).  IVC shall pay said sum
         contemporaneously with the execution of this AMENDED LICENSE
         AGREEMENT.  IVC represented that it has rejected and refused to pay
         for product and component inventory which the parties agree originally
         had a value of One Hundred Fifty Four Thousand Five Hundred Twenty
         Eight U.S. Dollars (U.S.$154,528.00) and DIGITAL has agreed to such
         rejection in good





DIGITAL CONFIDENTIAL                   4                        NOVEMBER 5, 1997
<PAGE>   5
         faith.  IVC agrees to act on DIGITAL's behalf and at DIGITAL's
         direction to either (a) engage an equipment salvage broker to acquire
         or dispose of the rejected product and component inventory at a price
         and upon terms acceptable to DIGITAL, (b) return the rejected product
         and component inventory to DIGITAL or (c) destroy it and certify such
         destruction.

1.06     In consideration of DIGITAL's execution of this AMENDED LICENSE
         AGREEMENT, IVC agrees that it shall and does hereby release, forgive
         and forever discharge DIGITAL and each of DIGITAL's present and former
         subsidiaries, affiliates, officers, directors, agents, employees,
         servants, and representatives, as well as the respective heirs,
         personal representatives, successors and assignees of DIGITAL and each
         of DIGITAL's present and former subsidiaries, affiliates, officers,
         directors, agents, employees, servants and representatives
         (collectively, the "Digital Released Parties") from any and all
         claims, demands, actions, causes of action, suits, accounts, offsets
         and other liability of any kind or character whatsoever, in law,
         equity and otherwise, known, suspected or unknown, disclosed or
         undisclosed, resulting from any act, omission, representation or
         agreement prior to the date of this AMENDED LICENSE AGREEMENT arising
         with respect to the terms, conditions, subject matter, events,
         circumstances, relationships, performance or non-performance of the
         ORIGINAL LICENSE AGREEMENT, any communications, negotiations,
         understandings or undertakings related thereto or to the DIGITAL
         INTELLECTUAL PROPERTY RIGHTS or the LICENSED TECHNOLOGY, or under any
         expressed or implied warranty with respect to the INTELLECTUAL
         PROPERTY RIGHTS or the LICENSED TECHNOLOGY which IVC now has or ever
         has had against the Digital Released Parties, including but not
         limited to those relating to the quality, functionality or fitness of
         the DIGITAL INTELLECTUAL PROPERTY RIGHTS or the LICENSED TECHNOLOGY or
         relating to the existence of business opportunities for IVC and its
         video conferencing products.  IVC also agrees not to commence, join
         in, prosecute or participate, unless obligated to participate by legal
         process, in any suit or other proceeding which is adverse to the
         Digital Released Parties, individually and collectively, from any
         fact, circumstance or other thing which exists or occurred as of the
         date of, or prior to the date of, the execution of this AMENDED
         LICENSE AGREEMENT whether or not IVC knows or could know of such fact,
         circumstance or other thing.

1.07     In consideration of and upon IVC's execution of this AMENDED LICENSE
         AGREEMENT DIGITAL agrees that it shall and does hereby release,
         forgive and forever discharge IVC and each of  IVC's present and
         former subsidiaries, affiliates, officers, directors, agents,
         employees, servants, representatives, as well as the respective heirs,
         personal representatives, successors and assignees of  IVC and each of
         IVC's present and former subsidiaries, affiliates, officers,
         directors, agents, employees, servants and representatives
         (collectively, the "IVC Released Parties") from any and all claims,
         demands, actions, causes of action, suits, accounts, offsets and other
         liability of any kind or character whatsoever, in law, equity and
         otherwise, known, suspected or unknown, disclosed or undisclosed,
         arising from IVC's alleged obligation to pay license fees, and in
         particular its alleged obligation to pay any guaranteed non-refundable
         license fees which DIGITAL now has, would have or ever has had against
         IVC under the terms of the ORIGINAL LICENSE AGREEMENT ONLY.  DIGITAL
         also agrees not to commence, join in, prosecute or participate, unless
         obligated to participate by legal process, in any suit or other
         proceeding which is adverse to the IVC Released Parties, individually
         and collectively, with respect to any claim released hereby.  Nothing
         contained herein shall be construed to release, discharge or waive any
         IVC obligation or DIGITAL right with respect to IVC's obligations to
         protect DIGITAL INTELLECTUAL PROPERTY and LICENSED TECHNOLOGY, to
         maintain Confidentiality, to notify any end user of DIGITAL
         INTELLECTUAL PROPERTY RIGHTS in portions of the HARDWARE, SOFTWARE and
         IVC LICENSED PRODUCT(S), to prohibit and enforce the prohibition
         against reverse engineering, reverse compilation, disassembly or
         decomposition of the SOFTWARE or to disclaim and to limit DIGITAL's
         liability, or any other IVC obligation under the ORIGINAL LICENSE
         AGREEMENT other than the payment of license fees contained in Article
         5 thereof.  Payment of the remaining balance of $2,550,000





DIGITAL CONFIDENTIAL                   5                        NOVEMBER 5, 1997
<PAGE>   6
         outlined in Article 5 of the ORIGINAL LICENSE AGREEMENT is released,
         forgiven, and forever discharged and any future payments shall be
         governed by the terms of Articles 6 and 7 hereof.  Nothing contained
         herein shall be construed to alter, amend, diminish, waive or
         discharge any obligation IVC may have to DIGITAL under the terms and
         conditions of this AMENDED LICENSE AGREEMENT.

1.08     DIGITAL and IVC agree that the Non-Disclosure Agreement between them
         dated as of  June 1, 1997 shall terminate and be of no further force
         nor effect and DIGITAL and IVC waive any notice or other technical
         requirements contained therein which were intended as conditions
         precedent to such termination.

                        AMENDED CONTINUING LICENSE TERMS

                            ARTICLE 2 - DEFINITIONS

As used in this AMENDED LICENSE AGREEMENT, the following terms shall have the
meanings set forth below:

2.01     DIGITAL INTELLECTUAL PROPERTY RIGHTS shall mean DIGITAL's rights in
         its SPINBLASTER BOARD DESIGN and DECSpin SOFTWARE including:

         2.01.01   all rights, title interests in all Letters Patent, including
                   any re-issue, division, continuation or continuation-in-part
                   applications throughout the world now or hereafter filed;

         2.01.02   all rights, title and interests in all trade secrets, and
                   all trade secret rights arising under common law, state law,
                   federal law and laws of foreign countries;

         2.01.03   all rights, title and interests in all mask work rights, all
                   copyrights and all other literary property and author
                   rights, whether or not copyrightable, throughout the world;
                   and

         2.01.04   all rights, title and interests in all know-how and show-how
                   whether or not protected by patent, copyright or trade
                   secret.

2.02     DECSpin SOFTWARE shall mean the computer program defined in 
         Appendix A.

2.03     OBJECT FILES shall mean the object code version of the DECSpin
         SOFTWARE.

2.04     SOURCE FILES shall mean the source code version of the DECSpin
         SOFTWARE.

2.05     SPECIFICATION shall mean the specification of the DECSpin SOFTWARE
         defined in Appendix A.

2.06     SPINBLASTER BOARD DESIGN shall mean the DIGITAL design (DIGITAL
         drawing number AV320), all other existing drawings, specifications,
         circuit schematics, logic diagrams, parts lists and process outlines
         relating thereto and all board products, including notes on the design
         of a PCMCIA board product, provided by DIGITAL to IVC.

2.07     LICENSED TECHNOLOGY shall mean the DECSpin SOFTWARE, any modifications
         of the code in the DECSpin SOFTWARE, SPECIFICATION, and SPINBLASTER
         BOARD DESIGN, taken in whole or in part.





DIGITAL CONFIDENTIAL                   6                        NOVEMBER 5, 1997
<PAGE>   7
2.08     SOFTWARE shall mean all software and documentation developed by IVC
         that incorporates  any code or modifications to the code from the
         LICENSED TECHNOLOGY.

2.09     HARDWARE shall mean all hardware products developed by IVC that
         incorporate the SPINBLASTER BOARD DESIGN or any part thereof.

2.10     IVC LICENSED PRODUCT(S) shall mean the products defined in APPENDIX B.

2.11     END USER AGREEMENT shall mean an agreement between IVC and an end
         user, which shall incorporate all of the requirements listed in
         Appendix C.  An end user is a third party authorized by IVC to use IVC
         LICENSED PRODUCTS for its internal business, with no right to further
         distribute or license IVC LICENSED PRODUCTS.

2.12     IVC INTELLECTUAL PROPERTY RIGHTS shall mean IVC's rights in SOFTWARE
         and HARDWARE, including:

         2.12.01   All rights, title interests in all Letters Patent, including
                   any re-issue, division continuation or continuation-in-part
                   applications throughout the world now or hereafter filed;

         2.12.02   All rights, title and interests in all trade secrets, and
                   all trade secret rights arising under common law, state law,
                   federal law and laws of foreign countries;

         2.12.03   All rights, title and interests in all mask work rights, all
                   copyrights and all other literary property and author
                   rights, whether or not copyrightable, throughout the world;
                   and

         2.12.04   All rights, title and interests in all know-how and show-how
                   whether or not protected by patent, copyright or trade
                   secret.

2.13     IT IS UNDERSTOOD AND AGREED THAT NOTHING CONTAINED IN THIS AMENDED
         LICENSE AGREEMENT, INCLUDING THE RECITAL AND DEFINITION OF DIGITAL
         INTELLECTUAL PROPERTY RIGHTS, DECSpin SOFTWARE, OBJECT FILES, SOURCE
         FILES, LICENSED TECHNOLOGY, AND SPINBLASTER BOARD DESIGN, SHALL BE
         CONSTRUED TO OBLIGATE DIGITAL TO DELIVER TO IVC ANY ADDITIONAL
         INTELLECTUAL PROPERTY RIGHTS, DECSpin SOFTWARE, OBJECT FILES, SOURCE
         FILES, LICENSED TECHNOLOGY, OR SPINBLASTER BOARD DESIGN.  IVC AGREES
         THAT DIGITAL HAS MADE NO PROMISE OR REPRESENTATION THAT IT HAS OR WILL
         DELIVER ANY ADDITIONAL INTELLECTUAL PROPERTY RIGHTS, DECSpin SOFTWARE,
         OBJECT FILES, SOURCE FILES, LICENSED TECHNOLOGY, OR SPINBLASTER BOARD
         DESIGN AND THAT NOTWITHSTANDING THE DISPUTE BETWEEN THEM, DIGITAL HAS
         DELIVERED ALL THAT IT WILL.

                      ARTICLE 3 - TITLE AND LICENSE GRANTS

3.01     Subject to the license granted to IVC as expressly set forth in this
         Article 3, DIGITAL shall own and shall retain all rights, title and
         interests in DIGITAL INTELLECTUAL PROPERTY RIGHTS and the LICENSED
         TECHNOLOGY.

3.02     Subject to the payment of the ROYALTY set forth in Article 6, DIGITAL
         grants to IVC a non-exclusive, non- transferable, license under
         DIGITAL INTELLECTUAL PROPERTY RIGHTS, to:





DIGITAL CONFIDENTIAL                   7                        NOVEMBER 5, 1997
<PAGE>   8
         3.02.01   modify SOURCE FILES for the sole purpose of developing
                   SOFTWARE only for use on or with IVC LICENSED PRODUCT(S);

         3.02.02   merge the modified or unmodified SOURCE FILES into other
                   software for the sole purpose of developing SOFTWARE only
                   for use on or with IVC LICENSED PRODUCT(S);

         3.02.03   use and copy the OBJECT FILES for the sole purpose of
                   developing SOFTWARE for use only on or with IVC LICENSED
                   PRODUCT(S);

         3.02.04   copy SOFTWARE in executable code form only, solely to
                   manufacture IVC LICENSED PRODUCT(S); and
 
         3.02.05   copy into IVC's end user documentation only those parts of
                   SPECIFICATION that are necessary for the end user to
                   effectively use IVC LICENSED PRODUCTS and to distribute such
                   user documentation only with IVC LICENSED PRODUCTS.

3.03     Subject to the payment of the ROYALTY set forth in Article 6, DIGITAL
         grants to IVC a NON-EXCLUSIVE, non-transferable license under
         DIGITAL's copyright, trade secret and know-how rights only (AND IVC
         ACKNOWLEDGES AND AGREES THAT SAID GRANT IS NON-EXCLUSIVE) to:

         3.03.01   use, adapt and modify SPINBLASTER BOARD DESIGN for the sole
                   purpose of developing HARDWARE for use only with IVC
                   LICENSED PRODUCTS;

         3.03.02   manufacture, directly or through contractors, HARDWARE
                   solely for use with IVC LICENSED PRODUCTS worldwide; and

         3.03.03   sell, rent, and/or lease HARDWARE solely for use with IVC
                   LICENSED PRODUCTS worldwide.

3.04     Subject to the payment of the ROYALTY set forth in Article 6, DIGITAL
         grants to IVC a non-exclusive, non-transferable, license under
         DIGITAL's patent rights to:

         3.04.01   use SPINBLASTER BOARD DESIGN for the sole purpose of
                   developing HARDWARE;

         3.04.02   make, directly or through contractors, HARDWARE worldwide;
                   and

         3.04.03   sell HARDWARE worldwide.

3.05     Subject to the payment of the ROYALTY set forth in Article 6, DIGITAL
         grants to IVC a non-exclusive, non-transferable, license under
         DIGITAL INTELLECTUAL PROPERTY RIGHTS only to:

         3.05.01   distribute IVC LICENSED PRODUCT(S) worldwide directly to end
                   users; and

         3.05.02   distribute IVC LICENSED PRODUCT(S) worldwide indirectly
                   through distributors, provided each of such distributors has
                   entered into a Distribution Agreement with IVC.

3.06     IVC grants DIGITAL a non-exclusive, worldwide, royalty free license,
         under all IVC's INTELLECTUAL PROPERTY RIGHTS to make, have made, and
         use for DIGITAL's own internal use all SOFTWARE and all products
         derived from the SOFTWARE by DIGITAL for its





DIGITAL CONFIDENTIAL                   8                        NOVEMBER 5, 1997
<PAGE>   9
         own internal use.  IVC shall provide to DIGITAL, on a mutually agreed
         upon medium, all SOFTWARE, in source code form, within fifteen (15)
         days after the time such SOFTWARE is incorporated into IVC LICENSED
         PRODUCT(S) or is otherwise available for transfer to DIGITAL.  The
         SOFTWARE will be provided by IVC on an "AS IS" basis and without
         warranty or representation of the quality, characteristics or
         functionality of the SOFTWARE including but not limited to whether it
         is error-free or will operate in accordance with the performance
         requirements of DIGITAL or any of its licensees or transferees.

                          ARTICLE 4 - CONFIDENTIALITY

4.01     IVC agrees to maintain the LICENSED TECHNOLOGY confidential and not to
         disclose the LICENSED TECHNOLOGY to any third party, except as
         provided herein, without the prior written consent of DIGITAL, nor use
         the LICENSED TECHNOLOGY for any purposes other than as authorized
         herein.

4.02     IVC shall not be obligated to maintain confidential that part of the
         LICENSED TECHNOLOGY which:
  
         4.02.01   is or becomes known to the public, other than by breach of
                   an agreement;

         4.02.02   is communicated by DIGITAL to a third party free of any
                   obligation of confidence;

         4.02.03   is information which IVC can demonstrate was developed by it
                   independently; or

         4.02.04   is information that was in IVC's possession without
                   confidentiality restriction prior to disclosure by DIGITAL.

4.03     IVC shall provide access to LICENSED TECHNOLOGY to its employees or
         contractors only on a need-to-know basis in order to exercise its
         license hereunder, and shall require such employees or contractors to
         comply with the confidentiality provisions of this Article.

4.04     IVC shall keep clear and accurate records with respect to the type,
         serial number and location of each designated computer on which a
         complete or partial copy of the SOURCE FILES are installed and shall
         make such records available to DIGITAL upon request.

4.05     IVC shall only make no more than ten (10) archival copies of the
         LICENSED TECHNOLOGY without the written authorization of DIGITAL.

4.06     Except as provided herein, IVC may not otherwise copy, duplicate, or
         reproduce the LICENSED TECHNOLOGY, or permit others to copy, duplicate
         or reproduce the LICENSED TECHNOLOGY.

                        ARTICLE 5 - TECHNICAL ASSISTANCE

5.01     DIGITAL shall have no obligation to provide IVC with any technical
         assistance.  Upon IVC's written request to DIGITAL for technical
         assistance, DIGITAL may, in its sole discretion, provide IVC the
         requested technical assistance at DIGITAL's commercial rates then in
         effect under a separate agreement.

                          ARTICLE 6 - ROYALTY PAYMENTS

6.01     In consideration of the rights previously granted to IVC under the
         ORIGINAL LICENSE AGREEMENT and the rights granted to IVC under this
         AMENDED LICENSE AGREEMENT,





DIGITAL CONFIDENTIAL                   9                        NOVEMBER 5, 1997
<PAGE>   10
         IVC agrees to pay DIGITAL, Royalty ("ROYALTY") calculated  on NET
         QUANTITY (as defined below) as follows:

         6.01.01   On each unit of Type I IVC LICENSED PRODUCT described at
                   Appendix B, attached hereto, that is SOLD by IVC, a royalty
                   of FIVE HUNDRED U.S. DOLLARS (U.S. $500.00).

         6.01.02   On each unit in excess of a total of ten (10) units of Type
                   I IVC LICENSED PRODUCT, described at Appendix B, attached
                   hereto, USED  by IVC, a royalty  of FIVE HUNDRED U.S.
                   DOLLARS (U.S. $500.00).

         6.01.03   On each unit of  Type II IVC LICENSED PRODUCT described at
                   Appendix B, attached hereto, that is SOLD by IVC, a royalty
                   of ONE THOUSAND U.S. DOLLARS (U.S. $1000.00).

         6.01.04   On each unit in excess of a total of four (4)  units of Type
                   II IVC LICENSED PRODUCT described at Appendix B, attached
                   hereto, USED by IVC, a royalty of ONE THOUSAND U.S. DOLLARS
                   (U.S. $1000.00).

6.02     USE or USED shall mean the use by IVC for purposes other than testing
         the unit of the IVC LICENSED PRODUCT itself.  IVC may USE ten (10)
         units of Type I IVC LICENSED PRODUCT and four (4) units of Type II IVC
         LICENSED PRODUCT during the life of this AMENDED LICENSE AGREEMENT,
         without paying ROYALTY on any of those units.  After this, IVC shall
         pay ROYALTY on each additional unit the first time it is USED at rates
         specified in Article 6.01.  IVC will not be obligated to pay ROYALTY
         more than once on any unit USED.

6.03     SOLD or SALE(S), of any IVC LICENSED PRODUCT(S),  shall mean any IVC
         LICENSED PRODUCT that is leased, sold, exported or otherwise disposed
         of for revenue or demonstration purposes by IVC anywhere in the world.
         The SALE shall be deemed to have occurred on the date it is shipped or
         invoiced by IVC, whichever is earlier.

6.04     NET QUANTITY in a Payment Period, for the purpose of determining IVC's
         ROYALTY obligation, shall mean the number of units of IVC LICENSED
         PRODUCTS first USED during the Payment Period plus the number of units
         of IVC LICENSED PRODUCT(S) SOLD less the number returned and accepted
         for return by IVC during that Payment Period.

6.05     IVC agrees that it will market and support the IVC LICENSED PRODUCTS
         for at least one year from the EFFECTIVE DATE of this AMENDED LICENSE
         AGREEMENT.  IVC has made no representations to DIGITAL regarding any
         future sales prospects for IVC LICENSED PRODUCTS or any future ROYALTY
         payments and there is no agreement that either will reach a certain
         level.

6.06     All payments specified herein shall be made in lawful currency of the
         United States of America.  Any ROYALTY shall be paid to DIGITAL in the
         full amount calculated in accordance with this Article 6 and shall not
         be reduced for any reason, including foreign withholding taxes
         attributable to either party, if any.

                    ARTICLE 7 - PAYMENT, REPORTS AND RECORDS

7.01     Contemporaneous with the execution of this AMENDED LICENSE AGREEMENT,
         IVC shall pay DIGITAL a non-refundable payment of ONE HUNDRED FIFTY
         THOUSAND U.S. DOLLARS (U.S.$150,000.00) ("INITIAL ROYALTY PAYMENT").
         No part of the INITIAL ROYALTY PAYMENT shall be refundable for any
         reason, including a finding of invalidity or unenforceability as to
         any DIGITAL INTELLECTUAL PROPERTY RIGHTS.





DIGITAL CONFIDENTIAL                   10                       NOVEMBER 5, 1997
<PAGE>   11
7.02     Within 30 days after the EFFECTIVE DATE of this AMENDED LICENSE
         AGREEMENT, IVC shall provide DIGITAL with a written Payment Report, in
         the format shown in Appendix D, signed by an officer of IVC certifying
         the NET QUANTITY of Type I and Type II IVC LICENSED PRODUCTS, if any,
         between June 13, 1996 and the EFFECTIVE DATE of this AMENDED LICENSE
         AGREEMENT.  The ROYALTY amount calculated in accordance with Article 6
         shall represent IVC's accrued ROYALTY obligation as of the EFFECTIVE
         DATE of this AMENDED LICENSE AGREEMENT.  An amount equal to One
         Hundred Thousand U.S. Dollars (U.S.$100,000) of the INITIAL ROYALTY
         PAYMENT shall be credited first against this accrued ROYALTY
         obligation.  In the event that this accrued ROYALTY obligation shall
         exceed One Hundred Thousand U.S. Dollars (U.S.$100,000), then IVC
         shall pay any unsatisfied amount contemporaneously with the submission
         of its Payment Report.

7.03     Starting with the EFFECTIVE DATE, the ROYALTY shall become due and
         owing to DIGITAL for each three month period ending on the last day of
         every September, December, March and June ("Payment Period") of each
         year.  IVC shall pay any ROYALTY due and owing to DIGITAL for IVC's
         NET QUANTITY in each Payment Period, within thirty (30) days after the
         last day of the corresponding Payment Period ("Payment Due Date").

         7.03.01   If IVC's accrued ROYALTY obligation as of the EFFECTIVE
                   DATE is less than One Hundred Thousand U.S.  Dollars
                   (U.S.$100,000), then the remaining balance of the One
                   Hundred Thousand U.S. Dollars (U.S.$100,000) shall be
                   credited against IVC's ROYALTY obligation accrued after the
                   EFFECTIVE DATE.  IVC shall pay ROYALTY accrued after the
                   EFFECTIVE DATE in excess of such credit.

         7.03.02   IVC shall not be entitled to credit any part of the INITIAL
                   ROYALTY PAYMENT in excess of One Hundred Thousand U.S.
                   Dollars (U.S.$100,000) against its ROYALTY obligations
                   accruing after the EFFECTIVE DATE for four years from the
                   EFFECTIVE DATE of this AMENDED LICENSE AGREEMENT.  If,
                   however, IVC shall have paid its ROYALTY obligations in
                   accordance with the terms of this AMENDED LICENSE AGREEMENT
                   for four years from the EFFECTIVE DATE, then IVC shall be
                   allowed to credit the entire remaining balance of the
                   INITIAL ROYALTY PAYMENT against ROYALTY obligations accruing
                   thereafter.

7.04     IVC shall pay interest to DIGITAL from the Payment Due Date to the
         actual date of payment upon any and all amounts that are overdue and
         payable hereunder at the rate of 2% above the prime interest rate of
         Citibank of New York published in THE WALL STREET JOURNAL, on the
         Payment Due Date.  Said interest rate shall, in no event, exceed any
         applicable usury law limitation.

7.05     Within 30 days after the close of any Payment Period, subject only to
         Article 7.05.02, IVC shall furnish DIGITAL a report for each Payment
         Period ("Payment Report") certifying the NET QUANTITY of Type I and
         Type II IVC LICENSED PRODUCTS.  Each Payment Report shall be certified
         by an officer of IVC and shall specify any ROYALTY payable to DIGITAL
         for that Payment Period pursuant to this AMENDED LICENSE AGREEMENT.
         The Payment Report shall be in the format of Payment Report attached
         hereto as Appendix D.  In addition,

         7.05.01   Each Payment Report shall be in the English language and
                   shall be submitted to DIGITAL at the address given in
                   Article 13 on or before the Payment Due Date. Payment
                   Reports shall be required and submitted whether or not any
                   ROYALTY has accrued during the Payment Period.

         7.05.02   If IVC shall report that the NET QUANTITY of IVC LICENSED
                   PRODUCTS is equal to zero (0) for each of four (4)
                   consecutive Payment Periods, IVC's obligation





DIGITAL CONFIDENTIAL                   11                       NOVEMBER 5, 1997
<PAGE>   12
                   to provide Payment Reports shall be suspended and IVC shall
                   not be obligated to submit a Payment Report until and unless
                   it shall thereafter have USED or SOLD any quantity of IVC
                   LICENSED PRODUCTS, in which case IVC's reporting obligation
                   shall resume until and unless it shall once again report
                   that the NET QUANTITY of IVC LICENSED PRODUCTS is equal to
                   zero (0) for each of four (4) consecutive Payment Periods.

         7.05.03   IVC shall promptly furnish whatever additional information
                   DIGITAL may reasonably request from time to time to enable
                   DIGITAL to verify the calculation of ROYALTY due to DIGITAL.

7.06     All payments should be made either by check or electronic funds
         transfer in U.S. currency.  If payment is made by check, each check
         (in U.S. currency), together with a copy of the corresponding Payment
         Report, in the format shown in Appendix D, shall be mailed to:

                          U. S. Cash Applications (Attention: A/R Supervisor
                          AKO1-2/B13) 
                          Digital Equipment Corporation 
                          100 Nagog Park 
                          Acton, MA  01720

         If the payment is made by electronic funds transfer, the funds (in
         U.S. currency) should be transferred to:

                          Citibank, N.A.
                          399 Park Avenue
                          New York, NY  10043
                          Account Number:  40647503
                          ABA Number:  021000089

         or to any other bank or bank account number designated by DIGITAL
         clearly stating this AMENDED LICENSE AGREEMENT number.  For each
         payment, a FAX notification containing this AMENDED LICENSE AGREEMENT
         number, amount paid in U.S. currency, the check number or the account
         number from which the electronic funds transfer is made, and the date
         of such check or transfer, shall be sent to:

                          Director, Corporate Licensing Office
                          Digital Equipment Corporation,

         at FAX number (978) 493-9007, or any other FAX number designated by
         DIGITAL.

7.07     IVC shall make and retain, for at least four (4) years from the
         Payment Due Date, records, files and books of account containing all
         data reasonably required for the full computation and verification of
         any amounts due under this AMENDED LICENSE AGREEMENT.

7.08     IVC shall permit reasonable inspection of such records, files and
         books of account, not more than once in six (6) months, by an auditor
         appointed by DIGITAL, who shall report to DIGITAL only the amount of
         ROYALTY due and payable to DIGITAL.  Any such inspections shall be at
         DIGITAL's expense; provided however, if as a result of such an
         inspection a deficiency in the amount of payments is determined and
         the deficiency exceeds ten percent (10%) of the payment actually made
         for the period of time investigated, then in addition to paying to
         DIGITAL the deficiency so determined, IVC shall pay the fees and
         expenses of the auditor conducting such investigation.





DIGITAL CONFIDENTIAL                   12                       NOVEMBER 5, 1997
<PAGE>   13
      ARTICLE 8 - DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

8.01     Nothing contained in this AMENDED LICENSE AGREEMENT, nor in the
         ORIGINAL LICENSE AGREEMENT, shall be construed as a warranty or
         representation by DIGITAL as to:

                 (i)   the validity or scope of DIGITAL INTELLECTUAL PROPERTY
                       RIGHTS;
                 (ii)  the quality or accuracy of the LICENSED TECHNOLOGY;
                 (iii) the usefulness of the LICENSED TECHNOLOGY;
                 (iv)  a requirement that DIGITAL shall file any patent
                       application, secure any patent, or maintain any patent
                       in force;
                 (v)   an obligation to bring or prosecute actions or suits
                       against third parties for infringement;
                 (vi)  a grant by implication, estoppel, or otherwise, of any
                       of DIGITAL INTELLECTUAL PROPERTY RIGHTS beyond those
                       covered by the LICENSED TECHNOLOGY; and
                 (vii) a grant by implication, estoppel, or otherwise, of the
                       right to sublicense the LICENSED TECHNOLOGY and all
                       products derived from LICENSED TECHNOLOGY.

8.02     The LICENSED TECHNOLOGY is provided by DIGITAL on an "AS IS" basis and
         without warranty or representation of the quality, characteristics or
         functionality of the LICENSED TECHNOLOGY including but not limited to
         whether it is error-free or will operate in accordance with the
         performance requirements of IVC or any of its licensees or
         transferees.  The LICENSED TECHNOLOGY is the same technology as
         DIGITAL offered or planned to offer commercially prior to the
         execution of the ORIGINAL LICENSE AGREEMENT. DIGITAL HEREBY DISCLAIMS
         AND IVC AGREES THAT IT HAS NOT RELIED ON ANY EXPRESS OR IMPLIED
         WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR
         A PARTICULAR PURPOSE.

8.03     DIGITAL makes no warranty or representation that any making, using,
         licensing or other disposition of IVC LICENSED PRODUCT(S) by IVC will
         be free from infringement of any intellectual property rights owned by
         any third party, and DIGITAL shall have no obligation to defend,
         indemnify, or hold harmless IVC from any suit, action or claim
         alleging infringement of any third party's property rights.  DIGITAL
         restates the representation contained in the ORIGINAL LICENSE
         AGREEMENT that it was not aware of any claim of intellectual property
         infringement against the LICENSED TECHNOLOGY as of June 13, 1996.
         DIGITAL has made no further investigation of its records since that
         date as to the assertion of any claim.

8.04     In no event shall DIGITAL be liable to IVC or its distributors or end
         users for any lost data, lost profits, incidental, consequential,
         special, or indirect damages arising from the use of the LICENSED
         TECHNOLOGY.  DIGITAL's total liability arising out of the licensing of
         the LICENSED TECHNOLOGY for breach of this AMENDED LICENSE AGREEMENT,
         the ORIGINAL LICENSE AGREEMENT or for any other claim shall not exceed
         in total the amount of payments paid by IVC under this AMENDED LICENSE
         AGREEMENT ONLY.  This limitation of liability shall apply regardless
         of the form of action, whether in contract or tort.  Any action
         against DIGITAL must be brought within eighteen (18) months after such
         cause of action arises, or IVC first becomes aware of such cause of
         action.

8.05     IVC shall not be liable to DIGITAL for any breach of the terms of any
         END USER AGREEMENT unless IVC has willfully or negligently contributed
         to, or cooperated in the breach.





DIGITAL CONFIDENTIAL                   13                       NOVEMBER 5, 1997
<PAGE>   14
8.06     IVC shall fully cooperate with DIGITAL in any action DIGITAL may bring
         or defend involving any third party alleged to have breached the terms
         of an END USER AGREEMENT or Distribution Agreement, or alleged to have
         infringed upon DIGITAL's rights in the LICENSED TECHNOLOGY.

                             ARTICLE 9 - INDEMNITY

9.01     Excepting only claims by third parties against DIGITAL related to
         DIGITAL INTELLECTUAL PROPERTY RIGHTS, IVC will hold DIGITAL harmless
         against all liabilities, demands, damages, expenses, or losses arising
         (i) out of use by IVC or its distributors of LICENSED TECHNOLOGY or
         information furnished under this AMENDED LICENSE AGREEMENT or (ii) out
         of any use, license, or other disposition by IVC or its distributors
         of IVC LICENSED PRODUCT(S).

                       ARTICLE 10 - TERM AND TERMINATION

10.01    The term of this AMENDED LICENSE AGREEMENT shall commence on the
         EFFECTIVE DATE and continue thereafter unless sooner terminated in
         accordance with this Article.

10.02    This AMENDED LICENSE AGREEMENT may be terminated by the non-defaulting
         party only upon the other party's default and by sending a Notice of
         Termination in accordance with Article 13.  Any of the following
         constitutes a default:

         10.02.01  A party defaults in the performance or observation of any
                   material provision or material condition on its part to be
                   performed or observed, including a failure to make any
                   payment due hereunder, and if such defaulting party fails to
                   cure the default within thirty (30) days after receipt of
                   written notice of the default from the other party;

         10.02.02  A party files a voluntary petition in bankruptcy or is
                   adjudicated a bankrupt or insolvent or files any petition or
                   answer seeking any arrangement, composition, liquidation, or
                   dissolution under any present or future federal, state, or
                   other statute, law or regulation relating to bankruptcy,
                   insolvency or other relief for debtors, or  seeks or
                   consents or acquiesces in the appointment of any trustee,
                   receiver, or liquidator of all or any substantial part of
                   its properties, or makes any general assignment for the
                   benefit of creditors, or admits in writing its inability to
                   pay its debts generally as they become due;

         10.02.03  A court enters an order, judgment, or decree approving a
                   petition filed against either party seeking any arrangement,
                   composition, liquidation, dissolution or similar relief
                   under any present or future federal, state or other statute,
                   law, or regulation relating to bankruptcy, insolvency, or
                   other relief for debtors, and such order, judgment or decree
                   remains unvacated or unstayed for an aggregate of thirty
                   (30) days.

10.03    The termination rights provided herein shall be in addition to and not
         in substitution for any right to damages or injunctive relief that may
         be available to or exercisable by the party terminating or having the
         right to terminate this AMENDED LICENSE AGREEMENT, nor shall such
         termination rights relieve either party from liability or damage to
         the other party for breach of this AMENDED LICENSE AGREEMENT.

10.04    Upon termination of this AMENDED LICENSE AGREEMENT by DIGITAL, IVC
         shall immediately cease to use LICENSED TECHNOLOGY, HARDWARE, and
         SOFTWARE and shall at DIGITAL's option, either (a) return to DIGITAL
         within sixty (60) days of termination all drawings, specifications,
         other documents, software, updates and improvements provided





DIGITAL CONFIDENTIAL                   14                       NOVEMBER 5, 1997
<PAGE>   15
         hereunder and all complete and partial copies and derivatives thereof,
         in its possession or, (b) destroy all of such material and certify
         such destruction to DIGITAL.

10.05    Upon termination of this AMENDED LICENSE AGREEMENT, IVC may retain the
         documents and software required by IVC to maintain and repair the IVC
         LICENSED PRODUCT(S) that have been marketed to third parties, but only
         for this purpose.  IVC shall, at DIGITAL's option, either (a) return
         to DIGITAL all other documents and software not required for
         maintenance and repair within sixty (60) days after such expiration or
         termination or (b) destroy and certify the destruction of such
         material.

10.06    Termination or expiration of this AMENDED LICENSE AGREEMENT shall not
         affect licenses to use IVC LICENSED PRODUCT(S) granted by IVC under
         this AMENDED LICENSE AGREEMENT in good faith and for consideration
         prior to receiving or giving Notice of Termination.

10.07    Upon expiration or termination of this AMENDED LICENSE AGREEMENT,
         DIGITAL may request and IVC shall promptly provide a certificate in
         writing that it has not provided the IVC LICENSED PRODUCT(S) to any
         third party except in accordance with this AMENDED LICENSE AGREEMENT.

                             ARTICLE 11 - PUBLICITY

11.01    The existence of this AMENDED LICENSE AGREEMENT is not considered to
         be confidential.  However, the terms of this AMENDED LICENSE AGREEMENT
         are considered to be the confidential information of the parties.
         Except as expressly provided in this AMENDED LICENSE AGREEMENT, a
         party shall not disclose the terms of this AMENDED LICENSE AGREEMENT
         (including its Appendices), or use or refer to this AMENDED LICENSE
         AGREEMENT or any provision of or rights granted under this AMENDED
         LICENSE AGREEMENT in any publicity, advertising, or promotional
         activity, without the written approval of the other party, except as
         may be required by law, or regulation, or by the order of any
         governmental or judicial authority.

                ARTICLE 12 - REPRESENTATIONS AND UNDERSTANDINGS

12.01    Each of the parties expressly represents and warrants that it has full
         power and authority to enter into this AMENDED LICENSE AGREEMENT.

12.02    Each of the parties has received independent legal advice from
         attorneys of their choice.  Each of the parties has contributed to the
         drafting of this AMENDED LICENSE AGREEMENT and the parties agree that
         the AMENDED LICENSE AGREEMENT shall not be interpreted for or against
         any party on the basis that one drafted or contributed to the drafting
         of any provision.

12.03    DIGITAL and IVC respectively warrant and represent to each other that
         there has been no assignment or transfer of any of their respective
         rights, claims, demands, and causes of action covered by the releases
         contained in this AMENDED LICENSE AGREEMENT and further represent and
         warrant that there are no liens, or claims for liens, or assignments
         in law or equity of or against the claims, demands and causes of
         action released hereby.

12.04    DIGITAL and IVC respectively warrant and represent to each other that
         they have relied upon their own judgment and that of their legal
         counsel regarding the proper, complete and agreed upon consideration
         for, and terms and provisions of, this AMENDED LICENSE AGREEMENT, that
         they assume the risk of mistake of fact in connection with the true
         facts involved; and that they are not relying upon any representation
         made by the other party.





DIGITAL CONFIDENTIAL                   15                       NOVEMBER 5, 1997
<PAGE>   16
12.05    IVC represents that it shall not use or incorporate the LICENSED
         TECHNOLOGY, in part or in full, or any derivatives (as defined in 17
         U.S.C. Section 101 and applied under Section 106) of any copyrighted
         portion of the LICENSED TECHNOLOGY, in any way into any products,
         including any PC-based video conferencing product that enables
         conferencing and communications with any other video conferencing
         product both of which only use data compression techniques other than
         motion-JPEG, such as, MPEG, H.261, H.263, manifold, wavelet, fractal
         or any other algorithm, or any PC-based gateway product that enables
         communication between systems both of which only use data compression
         techniques other than motion-JPEG, such as, MPEG, H.261, H.263,
         manifold, wavelet, fractal, or any other algorithm, except IVC
         LICENSED PRODUCTS.

                              ARTICLE 13 - GENERAL

13.01      Neither this AMENDED LICENSE AGREEMENT nor any rights or benefits
           accruing hereunder shall be assigned, in whole or in part, by IVC
           and no duty or obligation arising hereunder shall be delegated by
           IVC without the written consent of DIGITAL, and any such purported
           assignment or delegation shall be null and void, provided, however,
           that DIGITAL shall not unreasonably withhold its consent to such
           assignment or delegation by IVC.

13.02      Nothing in this AMENDED LICENSE AGREEMENT shall be construed as
           making either party the agent of the other.

13.03      The failure of either party to give notice to the other party of the
           breach or non-fulfillment of any term, clause, provision or
           condition of this AMENDED LICENSE AGREEMENT shall not constitute a
           waiver thereof, nor shall the waiver of any breach or
           non-fulfillment of any term, clause, provision or condition of this
           AMENDED LICENSE AGREEMENT constitute a waiver of any other breach or
           non-fulfillment of that or any other term, clause, provision or
           condition of this AMENDED LICENSE AGREEMENT.

13.04      Notice to a party hereto shall be in writing and deemed to have been
           sufficiently given or served for all purposes hereof if personally
           delivered or mailed by first class certified or registered mail,
           return receipt requested, postage prepaid, or commercial overnight
           delivery service, at the respective addresses set forth below, or at
           such other address as the party to whom such notice is directed may
           designate from time to time by like notice in writing to the other
           party hereto.  A notice shall be deemed to have been given on the
           date on which it was received.

           Notices shall be directed to DIGITAL at:

                 Director, Corporate Licensing Office
                 Digital Equipment Corporation
                 111 Powder Mill Road, MSO2-3/C11
                 Maynard, MA  01754

           Notices shall be directed to IVC at:

                 President
                 Intelect Visual Communications Corp.
                 1100 Executive Drive
                 Richardson, TX  75081

13.05      If any provision of this AMENDED LICENSE AGREEMENT is held invalid
           by any law, rule, order, or by the final determination of any State
           or Federal court, it shall not affect any other provisions of this
           AMENDED LICENSE AGREEMENT which can be given effect without





DIGITAL CONFIDENTIAL                   16                       NOVEMBER 5, 1997
<PAGE>   17
           such invalid provision and to this extent the parties agree that the
           provisions of this AMENDED LICENSE AGREEMENT are and shall be
           severable.

13.06      IVC recognizes that the transfer of the HARDWARE, SOFTWARE, or IVC
           LICENSED PRODUCT(S) from one country to another if authorized
           hereunder, may be subject to the approval of the government of the
           United States of America and/or other countries that IVC might
           operate in, or various agencies thereof, and international control
           organizations in which such governments participate.  DIGITAL shall
           have no obligation to obtain any such approvals as are required by
           such governments or bodies before any such transfer is effected.

13.07      IVC shall only distribute IVC LICENSED PRODUCT(S) and related
           materials with proper inclusion of any copyright and proprietary
           notices, legends, and markings.  Related materials and applicable
           initialization and configuration screens of the IVC LICENSED
           PRODUCT(S) software component, shall also include such notices,
           legends and markings.  With respect to any document or software
           containing a copyright notice and/or a confidential, proprietary,
           restricted, or similar legend, provided by DIGITAL under the
           ORIGINAL LICENSE AGREEMENT or this AMENDED LICENSE AGREEMENT, IVC
           shall agree to include or shall have its distributors include the
           copyright notice and/or such legend on all authorized reproductions
           it makes of such document or software in the same manner and
           location that such notice and/or legend appears in the document or
           software provided.

13.08      This AMENDED LICENSE AGREEMENT is governed by the laws of the
           Commonwealth of Massachusetts, United States of America.

13.09      This AMENDED LICENSE AGREEMENT sets forth the entire agreement and
           understanding between the parties as to the subject matter hereof
           and merges all prior discussions and agreements between them, and
           neither of the parties shall be bound by any conditions,
           definitions, warranties, understandings or representations with
           respect to such subject matter other than as expressly provided
           herein.  This AMENDED LICENSE AGREEMENT may not be modified,
           amended, or supplemented except by a document executed by a proper
           and duly authorized officer or representative of the party to be
           bound thereby.

IN WITNESS WHEREOF, the parties hereto have as of the EFFECTIVE DATE as defined
above caused this AMENDED LICENSE AGREEMENT, which includes Appendices A, B, C
and D to be signed in duplicate by their duly authorized representatives.

DIGITAL EQUIPMENT CORPORATION              INTELECT VISUAL COMMUNICATIONS,
                                           CORP.

/s/ Jay Zager                              /s/ Edwin Ducayet
------------------------------             -------------------------------
Signed                                     Signed

Jay Zager                                  Edwin Ducayet
------------------------------             -------------------------------
Printed or Typed                           Printed or Typed

VP, Business Development                   Treasurer
------------------------------             -------------------------------
Title                                      Title

Date:   11/6/97                            Date:     11/5/97
      ------------------------                    ------------------------




DIGITAL CONFIDENTIAL                   17                       NOVEMBER 5, 1997
<PAGE>   18

                APPENDIX A - DESCRIPTION OF LICENSED TECHNOLOGY

         DECSpin SOFTWARE licensed under this AMENDED LICENSE AGREEMENT is the
         version of the software marketed by DIGITAL as of June 13, 1996 under
         the name DECSpin for Windows as delivered to IVC pursuant to the
         ORIGINAL LICENSE AGREEMENT.  DECSpin (Digital Equipment Corporation's
         Sound Picture Information Network) SOFTWARE is a desk-to-desk, live
         audio and video conferencing application, providing real time
         communications between personal computers equipped with multimedia and
         networking options.  One of the options required is the AV320
         SPINblaster video conferencing board.

         The AV320 SPINblaster board licensed under this AMENDED LICENSE
         AGREEMENT is the version of the board marketed by DIGITAL as of June
         13, 1996 under the name AV320 as delivered to IVC pursuant to the
         ORIGINAL LICENSE AGREEMENT.  The AV320 card is a multi-functional, ISA
         bus-based card that provides full-duplex audio/video capture/playback
         with motion-JPEG compression/decompression.

         It is expressly understood and agreed that the description of the
         LICENSED TECHNOLOGY is for identification purposes ONLY and is not
         intended by DIGITAL or by IVC to constitute a representation of the
         character of the LICENSED TECHNOLOGY nor a warranty of the quality or
         fitness of the LICENSED TECHNOLOGY for any particular purpose.  IVC
         has had the LICENSED TECHNOLOGY in its possession for more than 12
         months and it is relying on its own investigation and assessment of
         the LICENSED TECHNOLOGY.










DIGITAL CONFIDENTIAL                   18                       NOVEMBER 5, 1997
<PAGE>   19
               APPENDIX B - DEFINITION OF  IVC LICENSED PRODUCTS

IVC LICENSED PRODUCTS means only those products in which the LICENSED
TECHNOLOGY, or any part thereof,  is used, consisting only of the Type I and
Type II categories set forth below.  Royalty payments described in Article 6
will be based upon IVC LICENSED PRODUCTS only and not on any other products
made by IVC.

         Type I IVC LICENSED PRODUCT:      Any PC-based video conferencing
         product that utilizes motion-JPEG video data compression, enables
         conferencing and communications with other video conferencing products
         that utilize motion-JPEG video data compression, and incorporates the
         LICENSED TECHNOLOGY or any part thereof.

         The Type I IVC LICENSED PRODUCT that is currently marketed by IVC as
         "LANscape 1.4" or "DL100."  This product is a PC-based hardware and
         software video conferencing product that uses motion-JPEG video data
         compression and uses the Transmission Control Protocol/Internet
         Protocol ("TCP/IP") for transmission of the audio and video data.

         Type II IVC LICENSED PRODUCT:     Any  PC-based gateway product that
         enables videoconferencing on a Wide Area Network (WAN) by enabling
         communication between video conferencing products that utilize
         motion-JPEG video data compression on one side and other video
         conferencing products that utilize other data compression and
         communication protocols on the other side, and that incorporates the
         LICENSED TECHNOLOGY or any part thereof.

         The Type II IVC LICENSED PRODUCT that is currently marketed by IVC is
         "VuBridge."  This is a PC-based product that enables the Type I IVC
         LICENSED PRODUCT to connect the IP-based, motion JPEG product to any
         H.320/H.261 video conferencing system via ISDN lines.  This is a
         shared gateway resource that allows many users to connect from their
         IP-based local network to the Wide Area Network ("WAN").  The Type II
         IVC LICENSED PRODUCT translates motion JPEG compressed data into
         H.261-compressed data and vice-versa.

         Type II IVC LICENSED PRODUCTS also include future products that allow
         the Type I IVC LICENSED PRODUCTS to inter-operate with any other
         product that utilizes any other compression protocol than motion JPEG
         or any other data communications protocol than TCP/IP. (For example,
         the H.323 or H.324 communications protocols, the wavelet or fractal
         compression algorithms, etc.).

IVC LICENSED PRODUCT does not include:

Any PC-based video conferencing product that enables conferencing and
communications with any other video conferencing product both of which only use
data compression techniques other than motion-JPEG, such as, MPEG, H.261,
H.263, manifold, wavelet, fractal or any other algorithm.

Any PC-based gateway product that enables communication between systems both of
which only use data compression techniques other than motion-JPEG, such as,
MPEG, H.261, H.263, manifold, wavelet, fractal, or any other algorithm.





DIGITAL CONFIDENTIAL                   19                       NOVEMBER 5, 1997
<PAGE>   20
            APPENDIX C - LEGAL REQUIREMENTS FOR END USER AGREEMENTS

END USER AGREEMENTS shall, among other things, provide the following:

1.       Include a clearly visible END USER AGREEMENT with each of the IVC
         LICENSED PRODUCT(S).  End user(s) shall acquire the right to use the
         IVC LICENSED PRODUCT(S) only if  the END USER AGREEMENT with each of
         the IVC LICENSED PRODUCT(S) shall be visible to, and readable by, each
         end user prior to the end user's use of the IVC LICENSED PRODUCT(S).

2.       Specify that DIGITAL has intellectual property rights in the HARDWARE,
         SOFTWARE and IVC LICENSED PRODUCT(S).

3.       Restrict the use of the HARDWARE, and SOFTWARE solely to IVC LICENSED
         PRODUCT(S).

4.       Prohibit use of the HARDWARE or SOFTWARE for any purpose outside the
         scope of IVC LICENSED PRODUCT(S).

5.       Prohibit the reverse engineering, reverse compilation, disassembly or
         decomposition of the SOFTWARE.

6.       Specify that title of the SOFTWARE does not pass to the end user.

7.       Disclaim DIGITAL's liability for any damages, whether direct,
         indirect, incidental or consequential arising from the use of the IVC
         LICENSED PRODUCT(S).

8.       Require the end user, at the termination or expiration of the END USER
         AGREEMENT, to discontinue use and destroy or return to IVC all
         associated LICENSED TECHNOLOGY and all archival or other copies of the
         SOFTWARE.





DIGITAL CONFIDENTIAL                   20                       NOVEMBER 5, 1997
<PAGE>   21
                     APPENDIX D - FORMAT OF PAYMENT REPORT

Name of Licensee: Intelect Visual       Agreement Number:
                                                         -----------------------
                       Communications      Payment Period:
                                                         -----------------------

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<CAPTION>
------------------------------------------------------------------------------------------------------------------------
 Model      Type of       Quantity    Royalty Free   Quantity     Quantity         NET          Royalty     Royalty
Number      Product         First       Quantity        of       of Returns     QUANTITY          Rate      Payable
           (I or II)*       USED          USED        SALES                        ***         ($/unit)      (US$)
                                           **                                                
------------------------------------------------------------------------------------------------------------------------
                            <S>           <C>           <C>         <C>         <C>              <C>       <C>
                             (A)          (B)           (C)         (D)         (N)=(A-           (R)        (N) x
                                                                                 B+C-D)                      (R)
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
------------------------------------------------------------------------------------------------------------------------
                         TOTAL ROYALTY DUE FOR THE CURRENT PAYMENT PERIOD
------------------------------------------------------------------------------------------------------------------------
</TABLE>

* See Appendix B - DEFINITION OF IVC LICENSED PRODUCTS
** 10 Units of Type I and 4 Units of Type II over life (Article 6.02)
*** See Articles 6.01, 6.02, 6.03, and 6.04.

                        ADJUSTMENT OF PREPAID ROYALTIES
                               (See Article 7.03)

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------------
                                                                               US$
------------------------------------------------------------------------------------------------------------------------
<S>                                                                     <C>
Balance of Initial Royalty carried forward (B)
------------------------------------------------------------------------------------------------------------------------
Total Royalty due for the current Payment Period
(from the table above)                     (R)
------------------------------------------------------------------------------------------------------------------------
Net amount payable during the current Payment Period
                                           (R - B)                        Nil if  B > R
------------------------------------------------------------------------------------------------------------------------
Balance of Initial Royalty carried forward to the
next Payment Period                        (B - R)                          Nil if R>B
------------------------------------------------------------------------------------------------------------------------
</TABLE>

If by check:                    If by electronic funds transfer:

Amount Paid: US$                Amount Transferred: US$
                 -----------                            ---------------------

Check Number:                   Name of Bank from which
             ---------------    the amount is transferred:
                                                          -------------------
Check Date:      
           -----------------    Account Number transferred from:
                                                                -------------

                                Date of Transfer:
                                                         --------------------

                          Signature  
                                    ------------------------------
                          Name
                                    ------------------------------
                                    (Printed or Typed)
                          Title         
                                    ------------------------------
                          Date       
                                    ------------------------------




DIGITAL CONFIDENTIAL                   21                       NOVEMBER 5, 1997