**EXHIBIT
      10.33**








**LEGAL
      SERVICES FEE AGREEMENT**




This
      Legal Services Fee Agreement (as amended from time to time, this "Agreement")
      is
      made and entered into this 14 th day of
      April, 2006, by and between Forgent Networks, Inc. (the "Client") and Hagans,
      Bobb & Burdine, P.C. and Bracewell & Giuliani, L.L.P.(each individually
      a “Law Firm” and collectively the "Law Firms"). The Law Firms and the Client are
      sometimes collectively hereinafter referred to as the "Parties." Any one of
      the
      Parties may be sometimes hereinafter referred to as a "Party."




This
      Agreement concerns U.S. Patent Nos. 6,181,784, 6,285,746, 6,480,584, and
      6,674,960, together with any continuations, continuations-in-part, divisions
      and/or foreign counterparts thereof (collectively, the "Patents"). The Client
      is
      executing this Agreement for the purpose of retaining the Law Firms to represent
      it in connection with (i) investigating and asserting claims, including the
      filing and prosecution of lawsuits, against any other person who may be
      infringing the Patents (any such claim as to which litigation is filed being
      hereinafter referred to as a "Lawsuit"), and (ii) negotiating with infringers
      to
      obtain and secure licensing or sublicensing agreements between the Client and
      the infringers (any such licensing or sublicensing agreements negotiated by
      the
      Law Firms referred to herein as a "License Agreement," and any negotiations
      for
      such License Agreements referred to herein as the "License Negotiations").
      The
      Client is not engaging the Law Firms to market or commercialize its technologies
      to non-infringers. The Client understands and acknowledges that patent
      infringement litigation often presents novel and difficult questions of both
      law
      and fact, and the acceptance of the engagement by the Law Firm in this matter
      may preclude engagements by the Law Firms on other matters.




NOW,
      THEREFORE, for and in consideration of the mutual agreements set forth in this
      Agreement, and for other good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged and confessed by each Party, the
      Parties agree as follows:




**1.**  **Patents
      and Information Provided by Client** .
      The
      Client agrees to use reasonable efforts to provide the Law Firms with all
      information and documents in the possession of the Client or any entities
      affiliated with the Client reasonably required in connection with performing
      Law
      Firm's duties and obligations hereunder.




**2.**  **Client's
      Patent Rights** .
      The
      Client represents and warrants that, to the best of its knowledge after
      reasonable investigation, it owns the exclusive right to enforce all rights
      with
      respect to the Patents, including, without limitation, the exclusive right
      to
      bring actions against others for infringement of the Patents, to license and
      sublicense the Patents, and to collect all royalties, license fees, profits
      or
      other revenue or valuable consideration to be paid or exchanged by anyone else
      for the right to use the Patents. The Client agrees to timely pay all
      maintenance fees due on the Patents.




**3.**  **Contingent
      Fee Compensation to Law Firm.**




(a)
            For
                services rendered pursuant hereto, the Client hereby agrees to pay
                the Law
                Firms a contingent fee equal to 30% (15% to each Law Firm) of all
                License
                Proceeds and Litigation Proceeds. For purposes hereof, (i) "License
                Proceeds" shall mean any revenues, including but not limited to,
                royalties
                or license fees, money or other valuable consideration received by
                the
                Client through, under or as a result of any License Agreement and/or
                any
                License Negotiations initiated after the effective date of this Agreement,
                and (ii) "Litigation Proceeds" shall mean any recovery realized out
                of or
                collected from or in connection with any Lawsuit, either through
                settlement, compromise or judgment, including, but not limited to,
                compensatory damages, exemplary damages, attorneys' fees, prejudgment
                interest, and post judgment interest (whether through trial or settlement
                of any Lawsuit), initiated after the effective date of this
                Agreement.




(b)
            The
                Law Firms will receive their respective percentage interest in the
                License
                Proceeds and Litigation Proceeds as they are paid to the Client or,
                at the
                election of the Client, based upon the present value of the amount
                of
                money that is to be paid to the Client over time. If the Client chooses
                to
                waive any such future payments, it will pay each Law Firm an amount
                equal
                to the Law Firm's interest in those payments as they otherwise would
                have
                been made to the Client. The Parties agree that (x) the License Proceeds
                shall include the full fair market value of any non-monetary proceeds
                and
                shall not be reduced by any cross-license, cross-action, setoff or
                other
                payment by Client, which shall be the sole responsibility of Client,
                and
                (y) the Litigation Proceeds shall include the full fair market value
                of
                any non-monetary relief obtained or received directly by the Client
                or any
                related entity as a proximate result of any Lawsuit, such as injunctive
                relief. The Law Firms’ contingent fees based on License Proceeds and
                Litigation Proceeds shall collectively be referred to herein as the
                "Contingent Attorneys' Fees."







(c)
            The
                Client shall pay the Contingent Attorneys' Fees to the Law Firms
                quarterly, on or before the 10thday of each succeeding fiscal quarter. With each such lump sum payment,
                the Client shall provide the Law Firms with a (i) detailed accounting
                of
                all License Proceeds and Litigation Proceeds received by the Client
                during
                the immediately preceding fiscal quarter, and (ii) a calculation
                of the
                quarterly lump sum amount being tendered to the Law Firms. Each Law
                Firm
                shall have 30 days following its receipt of each quarterly payment
                and the
                accompanying detail within which to verify and/or object to the Client's
                calculation of the quarterly payment amount. If a Law Firm fails
                to object
                to any quarterly calculation within such 30 day period, the calculation
                and the payment received shall, absent fraud by the Client, be deemed
                to
                have been accepted by such Law Firm and shall be
                final.




**4.**  **Client
      Payment of Related Expenses** .
      During
      the term hereof, the Client shall be liable for and shall pay all Related
      Expenses. For purposes hereof, "Related Expenses" shall mean any reasonable
      expenses incurred by the Client or by the Law Firms on the Client's behalf
      in
      connection with each Law Firm's performance of its duties and responsibilities
      hereunder, including but not limited to, travel expenses, long distance calls,
      investigation fees, consultant fees, expert and witness fees, charts,
      photographs, deposition fees and costs, court costs, photocopying and other
      document reproduction costs, postage charges, fax charges, on-line computer
      research. The Parties shall advise each other in advance of incurring Related
      Expenses that will exceed $5,000, and will provide each other with an updated
      list of Related Expenses incurred, received or paid by such Party on a monthly
      basis. It is anticipated that some Related Expenses will be paid by Law Firms
      and then billed to Client while other Related Expenses will be forwarded to
      Client for payment directly to the third party. Notwithstanding the foregoing,
      the Related Expenses shall be reimbursed to the Client out of any License
      Proceeds or Litigation Proceeds up to, but not to exceed, 20% of any such
      License Proceeds or Litigation Proceeds recovered from any person(s) at any
      one
      time. For example, if License Proceeds or Litigation Proceeds are recovered
      from
      a License Negotiation or any Lawsuit from any person, then up to 20% of such
      total proceeds will be paid to the Client as reimbursement for the Related
      Expenses incurred, and the remainder of the License Proceeds or Litigation
      Proceeds will be distributed to the Law Firms and the Client in accordance
      with
      the provisions of Paragraph 3(a) above. In the event that the total amount
      of
      the License Proceeds or Litigation Proceeds recovered with respect to a
      particular License Negotiation or Lawsuit are insufficient to reimburse the
      Client fully for the Related Expenses, the Client agrees that the Client shall
      bear the unreimbursed portion of the Related Expenses and that the Law Firms
      shall not be liable for any of the Related Expenses not reimbursed.




**5.**  **Court
      Award of Attorneys Fees or Costs** .
      Where
      reasonably appropriate under the circumstances in any Lawsuit, the Law Firms
      shall apply to the Court for such amount of compensation, costs, and litigation
      expenses, if any, as may reasonably be allowed to the Client by law ("Attorneys
      Fees and Costs"). Any Attorneys Fees and Costs recovered under this paragraph
      shall be treated as Litigation Proceeds under this Agreement.




**6.**  **Defense
      of Counterclaims and Declaratory Judgment Actions** .
      The Law
      Firms shall defend any action or counterclaim relating to the Patents filed
      against the Client by a defendant in a Lawsuit or by any person with whom the
      Client has been engaged in License Negotiations, including but not limited
      to,
      any action or counterclaim for declaratory judgment of patent invalidity,
      unenforceability or non-infringement relating to the Patents, or for violation
      of the state or federal antitrust laws relating to the Patents, or for any
      other
      claim that is substantively related to the Patents or Client's rights therein,
      on the basis specified in Paragraphs 3 and 4 above. To the extent that any
      action, claim or counterclaim is asserted against the Client that is unrelated
      to the subject matter of the Patents and the Client desires the Law Firms to
      defend the Client against such cause of action, the Law Firms and the Client
      may
      agree to such representation on such terms as are mutually
      acceptable.




**7.**  **Lead
      Counsel; Law Firm Association of other Lawyers or
      Assignment** .
      Client
      and Law Firms agree that Hagans, Bobb & Burdine shall be lead counsel in
      connection a Lawsuit. The Law Firms agree to perform faithfully the duties
      imposed upon the Law Firms as attorneys for the Client in accordance herewith.
      The Law Firms may, with Client's prior written consent, associate any other
      attorney, law firm or other entity ("Other Counsel"), as allowed by law, in
      pursuing their duties and obligations hereunder. If such Other Counsel is
      located and/or has a permanent presence in the jurisdiction where the Lawsuit
      is
      pending (such Other Counsel being "Local Counsel" for purposes hereof), Client
      shall bear all related Local Counsel Fees due and payable to such Local Counsel.
      If such Other Counsel does not qualify as "Local Counsel" as defined herein,
      the
      Law Firms shall bear all fees and expenses due and payable to such Other
      Counsel. In either event, the engagement of Other Counsel in accordance herewith
      shall not (i) relieve the Law Firms from their responsibility as legal counsel
      for the Client without Client's prior written consent, or (ii) except as
      expressly noted herein relative to the payment of Local Counsel Fees by Client,
      increase the cost to Client of any Lawsuits or reduce the interest of the Client
      in the License Proceeds or Litigation Proceeds. To the extent it is necessary
      to
      hire Other Counsel in connection with any Lawsuit, Client and Law Firms shall
      cooperate in the selection of such local counsel.







**8.**  **Assignment
      of Patents or Any Rights Therein** .
      The Law
      Firms and the Client acknowledge and agree that the Client's agreement to pay
      the Law Firms the Contingent Attorneys' Fees hereunder is in no way a conveyance
      or assignment of any interest or rights to the Patents. The Client retains
      the
      right to use the technology in the Patents and to make, have made, import,
      use,
      sell or offer for sale any equipment, device or apparatus and to practice any
      method covered by any claim of any of the Patents, for the customers of the
      Client.




**9.**  **Termination
      of Engagement.**




(a)
            By
                the Law Firms.
                The Law Firms may at any time, at their option (and with Court approval
                in
                the case of any Lawsuit), with or without cause, terminate their
                representation of the Client hereunder by providing not less than
                90 days'
                prior written notice to the Client.




(b)
            By
                the Client.
                The Client may at any time, with or without cause, terminate the
                Law
                Firm's representation of the Client hereunder by providing not less
                than
                90 days' prior written notice to the Law
                Firm.




(c)
            Effect
                of Termination.
                Upon the termination of the Law Firms’ representation of the Client
                hereunder by either Party, this Agreement shall be terminated and
                shall no
                longer be of any force or effect, and neither Party shall thereafter
                be
                liable to the other hereunder except as expressly provided herein.
                Notwithstanding the termination hereof, the Client shall compensate
                the
                Law Firms hereunder as follows:




(1)
            With
                respect to any Contingent Attorneys' Fees due as of or subsequent
                to the
                Termination Date with respect to any Lawsuits or License Negotiations
                completed prior to the Termination Date, the Client shall pay the
                Law
                Firms such fees as prescribed in Paragraph 3
                above.




(2)
            With
                respect to any Lawsuit or License Negotiation hereunder that is not
                completed prior to the Termination Date, but that is thereafter completed
                by the Client with or without the assistance of replacement legal
                counsel,
                upon receipt of any License Proceeds or Litigation Proceeds with
                respect
                thereto, the Client shall pay the Law Firms their pro rata share
                of such
                proceeds. For purposes hereof, the Law Firms’ "pro rata share" shall be
                (A) the total amount of the proceeds that otherwise would have been
                due and payable to the Law Firms hereunder relative to such Lawsuit
                or
                License Negotiation if this Agreement had remained in effect through
                the
                date of Client's receipt of the License Proceeds or Litigation Proceeds,
                multiplied by (B) a fraction, the numerator of which is equal to
                the
                amount that would represent the Law Firms’ total billings (exclusive of
                Enforcement Expenses) for legal services rendered (assuming solely
                for
                purposes hereof that the Law Firms were in fact billing the Client
                at
                their then standard hourly rates (the "assumed billings") rather
                than
                billing the Client in accordance with Paragraph 3 above) relative
                to such
                Lawsuit or License Negotiation during the period beginning on the
                effective date of this Agreement and ending on the Termination Date,
                and
                the denominator of which is equal to the total billings (exclusive
                of
                Enforcement Expenses) by all law firms (including the assumed billings
                by
                the Law Firms) for legal services rendered relative to such Lawsuit
                or
                License Negotiation prior to the date such Lawsuit or License Negotiation
                is completed. Also for purposes hereof, the total billings of the
                Law
                Firms that comprise the numerator, and the total billings of the
                additional law firms that comprise part of the denominator, must
                be
                reasonable as to both time and billing
                rates.







**10.**  **Audit** .
      As long
      as the Law Firms are entitled to receive payments resulting from any License
      Proceeds or Litigation Proceeds, the Law Firms shall have the right to audit
      all
      financial records of the Client related to the receipt of any such
      proceeds.




**11.**  **Law
      Firm Authority to Act for Client** .
      Subject
      to the Client's right to pre-approve Related Expenses in accordance with
      Paragraph 4 above, the Client authorizes the Law Firms to try, negotiate,
      compromise, settle and receive for and in Client's name, all compensation,
      damages or property to which Client may become entitled by reason of any License
      Agreement or Lawsuit. Client agrees not to enter into any License Agreement
      or
      settle any Lawsuit without consultation with the Law Firms, and the Law Firms
      agree not to enter into any License Agreement or settle any Lawsuit without
      the
      written consent of the Client.




**12.**  **No
      Representation or Warranty by Law Firm.** Each
      Party specifically recognizes that the other Party has made no representation
      or
      warranty whatsoever regarding the probable outcome of any Lawsuit and has in
      no
      way guaranteed the result or outcome of nor any recovery from the settlement
      or
      trail of any Lawsuit.




**13.**  **Other
      Documents** .
      The
      Parties agree to execute such other documents as might be reasonably necessary
      or appropriate to consummate and implement the terms of this
      Agreement.




**14.**  **Bankruptcy** .
      Client
      represents to Law Firms that Client is not presently filing, nor contemplating
      filing, for protection under the United States Bankruptcy Code or similar laws
      of any other country. Client agrees that in the event Client files for
      bankruptcy or ends up in bankruptcy under United States laws or similar laws
      of
      any other country, Law Firms will be promptly notified of any such event and
      that the lawsuits and cause(s) of action covered by this Agreement will be
      promptly scheduled as an asset by the Client in accordance with the Bankruptcy
      Code and its rules of procedure. Because a bankruptcy or similar proceeding
      by
      Client could require Law Firms to engage special counsel or to otherwise perform
      legal services in addition to those services for which Law Firms were retained
      under this Agreement (e.g. special retentions by Client or Trustee; issues
      relating to waiver of privilege and assumption of executory contracts;
      application and payment of attorney’s fees and approval of settlements; etc.),
      Client agrees that Law Firms shall be fully reimbursed by Client, or reimbursed
      out of Client’s share of Litigation Proceeds and License Proceeds, for the time
      spent and costs incurred for these extra services. Client expressly consents
      to
      the retention by Law Firms of such other special counsel and/or incurring such
      costs and time as reasonably necessary to address additional matters in
      bankruptcy as raised herein, and for the Law Firms to be reimbursed as set
      forth
      above.




**15.**  **Remedies
      for Breach** .
      In the
      event that any Party hereto shall breach any of the obligations imposed by
      this
      Agreement, then a non-breaching Party shall be entitled to pursue a claim for
      monetary damages as a result of such breach. No Party, however, shall be
      entitled to recover special, indirect, or consequential damages, including
      lost
      profits, from any other Party. For purposes of this paragraph, if the Client
      breaches the Agreement, the compensation to which the Law Firms may be entitled
      under Paragraph 3 herein is not "special, indirect, or consequential damages,
      including lost profits."




**16.**  **Successors
      and Assigns** .
      This
      Agreement is and shall be binding and inure to the benefit of the Parties,
      legal
      representatives, successors and assigns.




**17.**  **Governing
      Law** .
      It is
      expressly understood and agreed that this Agreement shall be governed by,
      construed, interpreted, and enforced in accordance with the laws of the State
      of
      Texas without regard to conflicts of law rules or principles.




**18.**  **Tax
      Matters** .
      Client’s representation by Law Firms does not include matters pertaining to
      taxation or the tax consequences of any settlement of Client’s claims, any
      Litigation Proceeds received by Client or any revenues or other benefits
      received by Client from License Negotiations or any other source.




**19.**  **Legal
      Construction** .
      In case
      any one or more of the provisions contained in this Agreement shall for any
      reason be held to be invalid, illegal or unenforceable in any respect, such
      invalidity, illegality, or unenforceability shall not affect any other
      provisions thereof, and this Agreement shall be construed as if such invalid,
      illegal, or unenforceable provision had never been contained
      herein.







**20.**  **Waiver
      and Integration Clause** .
      This
      Agreement constitutes the entire agreement among the Parties and supersedes
      any
      prior understandings or written or oral agreement between the Parties respecting
      the subject matter of this Agreement. This Agreement may not be modified or
      amended except by a subsequent agreement in writing signed by the Parties.
      The
      Parties may waive any of the conditions contained herein or any of the
      obligations of any other party. Any such waiver shall be effective only if
      in
      writing and signed by the Party waiving such condition or
      obligation.




**21.**  **Counterparts** .
      This
      Agreement may be executed in multiple counterparts, each one of which will
      be
      considered to be an original.




**22.**  **State
      Bar Notice** .
      The
      Texas State Bar Act requires that Texas attorneys give notice to their clients
      that the State Bar of Texas investigates and prosecutes professional misconduct
      committed by Texas attorneys. Although not every complaint against or dispute
      with a lawyer involves professional misconduct, the State Bar's Office of the
      General Counsel will provide information about how to file a complaint by
      calling 1-800-932-1900 toll free.




**FORGENT NETWORKS,
              INC.**By:
            /s/ Richard
              N. SnyderRichard
                N. Snyder
              Chief
                Executive Officer




**HAGANS,
                  BOBB & BURDINE, P.C.**By:
              /s/ Fred
                HagansName:Fred
                    Hagan
                  Title: 
                    _______________________




**BRACEWELL
                  & GIULIANI, L.L.P.**By:
              /s/ Richard
                N. SnyderName:R.D.
                    McBride
                  Title:Partner