**EXHIBIT10.37**

**FIRST AMENDED LEGAL SERVICES FEEAGREEMENT**

This First AmendedLegal Services Fee Agreement (“First Amended Agreement”) is made and enteredinto as of the  1st day of September, 2006 (the “Effective Date”),by and between Forgent Networks, Inc., a Delaware corporation (the “Client”)and Hagans, Burdine, Montgomery, Rustay & Winchester, P.C. (“HBMRW”)(formerly Hagans, Bobb & Burdine, P.C.) and Bracewell & Giuliani,L.L.P. (“B&G”). HBWRW and B&G shall be each individually referred to asa “Law Firm,” shall be collectively referred to as the “Law Firms”).  The Law Firms and the Client are sometimescollectively referred to as the “Parties.” Any one of the Parties may be sometimes hereinafter referred to as a “Party.”

**RECITALS**

A.  Client and Law Firms have previously enteredinto that certain Legal Services Fee Agreement as of April 14, 2006 concerningU.S. Patent Nos. 6,181,784, 6,285,746, 6,480,584, and 6,674,960, together withany continuations, continuations-in-part, divisions and/or foreign counterpartsthereof (collectively, the “Patents”).

B. Client and Law Firms now desire toreplace the Legal Services Fee Agreement with this First AmendedAgreement.  Client is executing thisFirst Amended Agreement for the purpose of continuing Client’s representationby the Law Firms in connection with (i) investigating and asserting claims,including the filing and prosecution of lawsuits, against any other person orentity that may be infringing the Patents (any such claim as to whichlitigation has been or is hereafter filed being hereinafter referred to as a “Lawsuit”),and (ii) negotiating with infringers to obtain and secure licensing orsublicensing agreements between the Client and the infringers (any suchlicensing or sublicensing agreements negotiated by the Law Firms referred toherein as a “License Agreement,” and any negotiations for such LicenseAgreements referred to herein as the “License Negotiations”).  The Client has not engaged and is notengaging the Law Firms to market or commercialize its technologies tonon-infringers, or to handle any patent prosecution or re-examinationconcerning any of the Patents or any other patents.  The Client understands and acknowledges thatpatent infringement litigation often presents novel and difficult questions ofboth law and fact, and the acceptance of the engagement by the Law Firm in thismatter may preclude engagements by the Law Firms on other matters.

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

**CERTAINDEFINITIONS**

For purposes ofthis First Amended Agreement, the following terms shall have the meaning givento such terms below (in addition to other terms defined in other parts of thisFirst Amended Agreement):

“Actual PatentProceeds” shall mean, in the case of a Qualified Sale that is structured as anasset sale,  the Net Proceeds received byClient as payment for the Patent-Related Assets sold by Client as part of suchQualified Sale.

“Allocated PatentProceeds” shall mean, in the case of a Qualified Sale that is structured otherthan as an asset sale (i.e., as a sale of the stock of Client, as a merger orconsolidation of Client, or otherwise) that portion of the Net Proceedsreceived by Seller(s) in such Qualified Sale that is equal to the DesignatedValue of the Patent-Related Assets sold or otherwise transferred as part ofsuch Qualified Sale.

“ClosingDate” shall mean the effective date of the closing of a Qualified Sale.

“DesignatedValue”  shall mean the dollar value ofthe Patent-Related Assets as determined by the parties in accordance withSection 3(d) hereof.

“GrossProceeds” shall mean 100% of the consideration received by the Seller(s) in aQualified Sale, which consideration shall consist of (i) the total cashconsideration received by the Seller(s) on the Closing Date, plus (ii)

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the present value(reflecting a present value discount as reasonably determined by Client and LawFirms), as of the Closing Date, of any cash installment payments to be receivedby the Seller(s) after the Closing Date, plus (iii) the fair marketvalue (as reasonably determined by Client and Law Firms), as of the ClosingDate, of any non-cash consideration received by Seller(s) on the Closing Dateor to be received by Seller(s) after the Closing Date.

“NetProceeds” shall mean Gross Proceeds minus all Transaction Costs.

“Patent-RelatedAssets” shall mean, collectively,  thePatents and/or any rights pertaining thereto that are sold or transferred  as part of a Qualified Sale.

“QualifiedSale” shall mean a sale or transfer to one or more of the defendants in aLawsuit (or to any designee of one or more of the defendants in a Lawsuit) ofall or substantially all of the Patents and/or any rights pertaining thereto(whether through a sale of assets or through a sale, merger or consolidation ofClient) which occurs or is initiated within 12 months of (i) the abandonment ortermination of a Lawsuit by Client against the advice of Law Firms, or (ii) thetermination of this First Amended Agreement by Client without good cause.

“QualifiedSale Proceeds” shall mean either the Actual Patent Proceeds or the AllocatedPatent Proceeds, as the case may be, received by the Seller(s) in a Qualified Sale.

“Seller(s)”shall mean (i) the stockholders of Client, in the event the Qualified Sale isstructured as a stock sale, merger or consolidation,  or (ii) Client, together with its affiliatesand designees, in the event the Qualified Sale is structured as an asset sale.

“Transaction Costs”shall mean all third party costs incurred by Seller(s) in connection with andin furtherance of a Qualified Sale, including attorneys’ fees, accounting fees,brokers’ fees, and other professional fees and expenses.

# **1.****                                      Patentsand Information Provided by Client.** The Client agrees to use reasonable efforts to provide the Law Firmswith all information and documents in the possession of the Client or anyentities affiliated with the Client reasonably required in connection withperforming Law Firm’s duties and obligations hereunder.

# **2.****                                      Client’sPatent Rights.**  The Client represents and warrants that, tothe best of its knowledge after reasonable investigation, it owns the exclusiveright to enforce all rights with respect to the Patents, including, withoutlimitation, the exclusive right to bring actions against others forinfringement of the Patents, to license and sublicense the Patents, and tocollect all royalties, license fees, profits or other revenue or valuableconsideration to be paid or exchanged by anyone else for the right to use thePatents.  The Client agrees to timely payall maintenance fees due on the Patents.

# **3.****                                      ContingentFee Compensation to Law Firms.**

## (a)                                  For services rendered pursuant hereto, theClient hereby agrees to pay the Law Firms a contingent fee equal to 37.5% (20%to HBMRW and 17.5% to B&G) of all License Proceeds, Litigation Proceeds andQualified Sale Proceeds.  For purposeshereof, (i) “License Proceeds” shall mean any revenues, including but notlimited to, royalties or license fees, money or other valuable considerationreceived by the Client through, under or as a result of any License Agreement and/orany License Negotiations initiated after April 14, 2006, and (ii) “LitigationProceeds” shall mean any recovery realized out of or collected from or inconnection with any Lawsuit, either through settlement, compromise or judgment,including, but not limited to, compensatory damages, exemplary damages,  attorneys’ fees, prejudgment interest, andpost judgment interest (whether through trial or settlement of any Lawsuit),initiated after the Effective Date.

## (b)                                 The Law Firms will receive their respectivepercentage interest in the License Proceeds, Litigation Proceeds and QualifiedSale 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 theClient over time.  If the Client choosesto waive any such future payments, it will pay each Law Firm an amount equal tothe Law Firm’s interest in those payments as they otherwise would have beenmade to the Client.  The Parties agreethat (x) the License Proceeds shall include the full fair market value of

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## any non-monetary proceeds and shall not be reduced by anycross-license, cross-action, setoff or other payment by Client, which shall bethe sole responsibility of Client, and (y) the Litigation Proceeds shallinclude the full fair market value of any non-monetary relief obtained orreceived directly by the Client or any related entity as a proximate result ofany Lawsuit, such as injunctive relief. The Law Firms’ contingent fees based on License Proceeds, Litigation Proceedsand Qualified Sale Proceeds shall collectively be referred to herein as the “ContingentAttorneys’ Fees.”

## (c)                                  The Client shall pay the ContingentAttorneys’ Fees to the Law Firms quarterly, on or before the 10th dayof each succeeding fiscal quarter.  Witheach such lump sum payment, the Client shall provide the Law Firms with a (i)detailed accounting of all License Proceeds, Litigation Proceeds and QualifiedSale Proceeds received by the Client during the immediately preceding fiscalquarter, and (ii) a calculation of the quarterly lump sum amount being tenderedto the Law Firms.  Each Law Firm shallhave 30 days following its receipt of each quarterly payment and theaccompanying detail within which to verify and/or object to the Client’scalculation of the quarterly payment amount. If a Law Firm fails to object to any quarterly calculation within such30 day period, the calculation and the payment received shall, absent fraud bythe Client, be deemed to have been accepted by such Law Firm and shall befinal.

## (d)                                 In the event that a Qualified Sale isstructured other than as an asset sale (i.e., as a sale of the stock of Client,as a merger or consolidation of Client, or otherwise), Client and the Law Firmsshall determine the Designated Value of the Patent-Related Assets sold orotherwise transferred as part of such Qualified Sale as follows:  Promptly following the closing of theQualified Sale, Client and the Law Firms shall attempt to mutually agree upon  the value, as of the Closing Date, of thePatent-Related Assets sold or otherwise transferred as part of the QualifiedSale (the “Designated Value”).  If Clientand the Law Firms are unable to agree upon the Designated Value within 30 daysfollowing the closing of the Qualified Sale, Client and the Law Firms shalleach select one independent appraiser with at least ten (10) years experiencein business evaluation.  The twoappraisers so selected shall in turn select a third independent appraiser withat least ten (10) years experience in business evaluation, and the threeappraisers shall then determine the Designated Value using such valuationmethodologies, protocols and procedures as they deem appropriate.  The determination of the Designated Value bythe three appraisers shall be binding on Client and the Law Firms and shall notbe subject to challenge or appeal, absent fraud, willful misconduct and/or gross negligence by one or moreof the three appraisers.  Client and theLaw Firms shall each bear 100% of the fees and the expenses of the appraiser they select, and 50% of the fees andexpenses of the third appraiser.

# **4.****                                      Related Expenses.**

## (a)                                  Payment of Related Expenses. During the term hereof, Related Expenses shall be paid as follows:

(1) Client shall be liable for and shall pay allRelated Expenses incurred prior to September 1, 2006;

(2) Subject to the provisions of sub-paragraph (4) ofthis sentence, Client shall be liable for and shall pay 25% of all RelatedExpenses incurred on and after September 1, 2006;

(3) Subject to the provisions of sub-paragraph (4) ofthis sentence,  HBMRW shall be liable forand shall pay 50% of all Related Expenses incurred on and after September 1,2006 up to a maximum of $1,250,000 and B&G shall be liable for and shallpay 25% of all Related Expenses incurred on and after September 1, 2006 up to amaximum of $625,000; and

(4) Once the total amount of Related Expenses incurredafter September 1, 2006 equals $2,500,000 (such that Client’s share of suchRelated Expenses is $625,000, HBMRW’s share is $1,250,000, and B&G’s shareis $625,000), the Client shall be liable for and shall pay all Related Expensesincurred on and after September 1, 2006 in excess of $2,500,000.

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For purposes hereof, “Related Expenses” shall mean anyreasonable expenses incurred by Client or by the Law Firms on the Client’sbehalf in connection with each Law Firm’s performance of its duties andresponsibilities hereunder, including but not limited to, travel expenses, longdistance calls, investigation fees, consultant fees, expert and witness fees,charts, photographs, deposition fees and costs, court costs, photocopying andother document reproduction costs, postage charges, fax charges, and on-linecomputer research.  Related Expensesshall not include any expenses related to any patent prosecution orre-examination concerning any of the Patents or any other patents. The Partieswill advise each other in advance of incurring Related Expenses that willexceed $5,000.  Notwithstanding theforegoing, Related Expenses shall be reimbursed to the Parties out of anyLicense Proceeds, Litigation Proceeds or Qualified Sale Proceeds up to, but notto exceed, 20% of any such License Proceeds, Litigation Proceeds or QualifiedSale Proceeds recovered from any person(s) at any one time in the ratio that eachhas paid as of the time the reimbursement is made.  For example, if License Proceeds orLitigation Proceeds are recovered from a License Negotiation or any Lawsuitfrom any person, then up to 20% of such total proceeds will be paid to theParties in the ratio that each Party has paid as of the time the reimbursementis made as reimbursement for the Related Expenses incurred, and the remainderof the License Proceeds or Litigation Proceeds will be distributed to the LawFirms and Client in accordance with the provisions of Paragraph 3(a)above.  Any expenses incurred by The RothLaw Firm, P.C. that are reimbursed by Client pursuant to that certain LegalServices Fee Agreement between Client and The Roth Law Firm, P.C. shall beconsidered “Related Expenses” of Client for purposes of this First AmendedAgreement.

(b)                               MonthlyReconciliation of Related Expenses. Promptly after the end of each month, the Parties will advise each otherof the amount of Related Expenses they have incurred or paid during such month.  Promptly after receiving such informationfrom B&G and Client, HBMRW will calculate the amount due from each Partypursuant to this First Amended Agreement and shall invoice Client and B&Gaccordingly.  Client and B&G shallpay such invoice within 30 days of receipt.

Example

Assume:

 

·                  $1,000,000 inLitigation Proceeds is received from Defendant A on 12/1/06.

·                  Client hasincurred $250,000 in Related Expenses prior to 9/1/06 and $100,000 in RelatedExpenses after 9/1/06.

·                  HBMRW hasincurred $200,000 in Related Expenses after 9/1/06

·                  B&Ghas incurred $100,000 in Related Expenses after 9/1/06

Result:

 

·                  $200,000is applied to reimbursement of Related Expenses, as follows:

Total Related Expenses asof 12/1/06 = $650,000

Client reimbursement is$350,000/$650,000 x $200,000 = $107,692.31

HBMRW reimbursement is$200,000/$650,000 x $200,000 = $61,538.46

B&G reimbursement is $100,000/$650,000 x $200,000= 30,769.23

·                  $800,000is distributed as follows:

Client - $420,000 (52.5%)

HBMRW - $160,000 (20%)

B&G - $140,000(17.5%)

The Roth Law Firm, P.C. - $80,000 (10%)

# **5.****                                      Client’sRetention of Independent Legal Counsel**  Client acknowledges thatClient requested the Law Firms to pay a percentage of Related Expenses incurredon and after September 1, 2006, and that the Parties thereafter agreed toincrease the percentage of contingent fees payable to Law Firms under Paragraph3(a) and to the other provisions of this First Amended Agreement.  Client represents to Law Firms that, prior toentering into this First Amended Agreement, Client sought and obtained adviceof independent counsel.

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# **6.****                                      CourtAward of Attorneys Fees or Costs.**  Where reasonably appropriate under thecircumstances in any Lawsuit, the Law Firms may apply to the Court for suchamount of compensation, costs, and litigation expenses, if any, as mayreasonably be allowed to the Client by law (“Attorneys Fees and Costs”).  Any Attorneys Fees and Costs recovered underthis paragraph shall be treated as Litigation Proceeds under this First AmendedAgreement.

# **7.****                                      Defenseof Counterclaims and Declaratory Judgment Actions.**  The Law Firms shall defendany action or counterclaim relating to the Patents filed against the Client bya defendant in a Lawsuit or by any person with whom the Client has been engagedin License Negotiations, including but not limited to, any action orcounterclaim for declaratory judgment of patent invalidity, unenforceability ornon-infringement relating to the Patents, or for violation of the state orfederal antitrust laws relating to the Patents, or for any other claim that is substantively related to the Patents orClient’s rights therein, on the basis specified in Paragraphs 3 and 4above.  To the extent that any action,claim or counterclaim is asserted against the Client that is unrelated to thesubject matter of the Patents and the Client desires the Law Firms to defendthe Client against such cause of action, the Law Firms and the Client may agreeto such representation on such terms as are mutually acceptable.

# **8.****                                      LeadCounsel; Law Firm Association of other Lawyers.**  Client and Law Firms agreethat HBMRW shall continue to be lead counsel in connection with anyLawsuit.  The Law Firms agree to performfaithfully the duties imposed upon the Law Firms as attorneys for the Client inaccordance herewith.  The Law Firms may,with Client’s prior written consent, associate any other attorney, law firm orother entity (“Other Counsel”), as allowed by law, in pursuing their duties andobligations hereunder.  If such OtherCounsel is located and/or has a permanent presence in the jurisdiction where aLawsuit is pending (such Other Counsel being “Local Counsel” for purposeshereof), Client shall bear all related Local Counsel fees and expenses due andpayable to such Local Counsel.  If suchOther Counsel does not qualify as “Local Counsel” as defined herein, the LawFirms shall bear all fees and expenses due and payable to such OtherCounsel.  In either event, the engagementof Other Counsel in accordance herewith shall not (i) relieve the Law Firms fromtheir responsibility as legal counsel for the Client without Client’s priorwritten consent, or (ii) except as expressly noted herein relative to thepayment of Local Counsel fees and expenses by Client, increase the cost toClient of any Lawsuits or reduce the interest of the Client in the LicenseProceeds, Litigation Proceeds or Qualified Sale Proceeds.   To the extent it is necessary to hire OtherCounsel in connection with any Lawsuit, Client and Law Firms shall cooperate inthe selection of such Other Counsel.

# **9.****                                      Assignmentof Patents or Any Rights Therein.**  The Law Firms and the Clientacknowledge and agree that the Client’s agreement to pay the Law Firms theContingent Attorneys’ Fees hereunder is in no way a conveyance or assignment ofany interest or rights to the Patents. The Client retains the right to use the technology in the Patents and tomake, have made, import, use, sell or offer for sale any equipment, device orapparatus and to practice any method covered by any claim of any of the Patents,for the customers of the Client.

# **10.****                               Terminationof Engagement.**

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

## (c)                                  Effect of Termination. Upon the effective date of the termination of the Law Firms’representation of the Client under Paragraph 10(a) or 10(b) above (the “TerminationDate”), this First Amended Agreement shall be terminated and shall no longer beof any force or effect, and neither Party shall thereafter be liable to theother hereunder except as follows:

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## (1)          With respect to anyContingent Attorneys’ Fees due as of or subsequent to the Termination Date withrespect to any Lawsuits or License Negotiations completed prior to theTermination Date, the Client shall pay the Law Firms such fees as prescribed inParagraph 3 above.

#### (2)          Withrespect to any Lawsuit or License Negotiation hereunder that is not completedprior to the Termination Date, but that is thereafter completed by the Clientwith or without the assistance of replacement legal counsel, upon receipt ofany License Proceeds or Litigation Proceeds with respect thereto, the Clientshall pay the Law Firms their pro rata share of such proceeds.  For purposes hereof, the Law Firms’ “pro ratashare” shall be (A) the total amount of the proceeds that otherwise wouldhave been due and payable to the Law Firms hereunder relative to such Lawsuitor License Negotiation if this Agreement had remained in effect through thedate of Client’s receipt of the License Proceeds or Litigation Proceeds,multiplied by (B) a fraction, the numerator of which is equal to the amountthat would represent the Law Firms’ total billings for legal services rendered(assuming solely for purposes hereof that the Law Firms were in fact billingthe Client at their then standard hourly rates (the “assumed billings”) ratherthan billing the Client in accordance with Paragraph 3 above) relative to suchLawsuit or License Negotiation during the period beginning on April 14, 2006and ending on the Termination Date, and the denominator of which is equal tothe total billings by all law firms (including the assumed billings by the LawFirms) for legal services rendered relative to such Lawsuit or LicenseNegotiation prior to the date such Lawsuit or License Negotiation iscompleted.  Also for purposes hereof, thetotal billings of the Law Firms that comprise the numerator, and the totalbillings of the additional law firms that comprise part of the denominator,must be reasonable as to both time and billing rates.

#### (3)          Withrespect to any Related Expenses paid by Law Firms pursuant to this FirstAmended Agreement that have not been reimbursed to Law Firms as of theTermination Date (“Unreimbursed Related Expenses”), Client shall pay to LawFirms all Unreimbursed Related Expenses within thirty (30) days after theTermination Date.

#### (4)          Withrespect to any Qualified Sale Proceeds received by Client after the TerminationDate, notwithstanding anything in this First Amended Agreement to the contrary,Client shall pay to Law Firms 37.5% of such Qualified Sale Proceeds withinthirty (30) days after such Qualified Sale Proceeds are received by Client or,at the election of the Client, Client may pay to Law Firms within thirty (30)days after the inception of Client’s right to receive Qualified Sale Proceeds,the present value of the amount of money that is to be paid to the Client overtime.

# **11.****                               Audit.**  Aslong as the Law Firms are entitled to receive payments resulting from anyLicense Proceeds or Litigation Proceeds, the Law Firms shall have the right toaudit all financial records of the Client related to the receipt of any suchproceeds.

# **12.****                               LawFirm Authority to Act for Client.**  Subject to the Client’s right topre-approve Related Expenses in accordance with Paragraph 4 above and the otherprovisions of this First Amended Agreement, the Client authorizes the Law Firmsto try, negotiate, compromise, settle and receive for and in Client’s name, allcompensation, damages or property to which Client may become entitled by reasonof any License Agreement or Lawsuit. Client agrees not to enter into any License Agreement or settle anyLawsuit without consultation with the Law Firms, and the Law Firms agree not toenter into any License Agreement or settle any Lawsuit without the writtenconsent of the Client.

# **13.****                            NoRepresentation or Warranty by Law Firm.**  Each Party specificallyrecognizes that the other Party has made no representation or warrantywhatsoever regarding the probable outcome of any Lawsuit and has in no wayguaranteed the result or outcome of nor any recovery from the settlement ortrail of any Lawsuit.

# **14.****                               OtherDocuments.**  The Parties agree to execute suchother documents as might be reasonably necessary or appropriate to consummateand implement the terms of this First Amended Agreement.

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# **15.****                               Bankruptcy.**  Clientrepresents to Law Firms that Client is not presently filing, nor contemplatingfiling, for protection under the United States Bankruptcy Code or similar lawsof any other country. Client agrees that in the event Client files forbankruptcy or ends up in bankruptcy under United States laws or similar laws ofany other country, Law Firms will be promptly notified of any such event andthat the Lawsuits and cause(s) of action covered by this First AmendedAgreement will be promptly scheduled as an asset by the bankrupt Client inaccordance with the Bankruptcy Code and its rules of procedure. Because abankruptcy or similar proceeding by Client could require Law Firms to engagespecial counsel or to otherwise perform legal services in addition to thoseservices for which Law Firms were retained under this First Amended Agreement(e.g., special retentions by Client or Trustee; issues relating to waiver ofprivilege and assumption of executory contracts; application and payment ofattorney’s fees and approval of settlements; etc.), the bankrupt Client agreesthat Law Firms shall be fully reimbursed by Client, or reimbursed out of thebankrupt Client’s share of Litigation Proceeds, License Proceeds and QualifiedSale Proceeds, for the time spent and costs incurred for these extra services.Client expressly consents to the retention by such Law Firms of such otherspecial counsel and/or incurring such costs and time as reasonably necessary toaddress additional matters in bankruptcy as raised herein, and for the LawFirms to be reimbursed as set forth above.

# **16.****                               Remediesfor Breach.**  In the event that any Party heretoshall breach any of the obligations imposed by this First Amended Agreement,then a non-breaching Party shall be entitled to pursue a claim for monetarydamages as a result of such breach.  NoParty, however, shall be entitled to recover special, indirect, orconsequential damages, including lost profits, from any other Party.  For purposes of this Paragraph 16, if theClient breaches the First Amended Agreement, the compensation to which the LawFirms may be entitled under Paragraph 3 herein is not “special, indirect, orconsequential damages, including lost profits.”

# **17.****                               Successorsand Assigns.**  This Agreement is and shall be bindingand inure to the benefit of the Parties, legal representatives, successors andassigns.

# **18.****                               GoverningLaw.**  It is expressly understood and agreedthat this First Amended Agreement shall be governed by, construed, interpreted,and enforced in accordance with the laws of the State of Texas without regardto conflicts of law rules or principles.

# **19.****                               TaxMatters.**  Client’s representation by Law Firmsdoes not include matters pertaining to taxation or the tax consequences of anysettlement of Client’s claims, any Litigation Proceeds or Qualified SaleProceeds received by Client or any revenues or other benefits received byClient from License Negotiations or any other source.

# **20.****                               LegalConstruction.**  In case any one or more of theprovisions contained in this First Amended Agreement shall for any reason beheld to be invalid, illegal or unenforceable in any respect, such invalidity,illegality, or unenforceability shall not affect any other provisions thereof,and this First Amended Agreement shall be construed as if such invalid,illegal, or unenforceable provision had never been contained herein.

# **21.****                               Waiverand Integration Clause.**  This First Amended Agreementconstitutes the entire agreement among the Parties and supersedes any priorunderstandings or written or oral agreements between the Parties respecting thesubject matter of this First Amended Agreement, including, without limitation,that certain Legal Services Fee Agreement entered into among the Parties as ofApril 14, 2006.  This First AmendedAgreement may not be modified or amended except by a subsequent agreement inwriting signed by the Parties.  TheParties may waive any of the conditions contained herein or any of theobligations of any other party.  Any suchwaiver shall be effective only if in writing and signed by the Party waivingsuch condition or obligation.

# **22.****                               Counterparts.**  ThisFirst Amended Agreement may be executed in multiple counterparts, each one ofwhich will be considered to be an original.

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# **23.****                               StateBar Notice.**  The Texas State Bar Act requires thatTexas attorneys give notice to their clients that the State Bar of Texasinvestigates and prosecutes professional misconduct committed by Texasattorneys.  Although not every complaintagainst or dispute with a lawyer involves professional misconduct, the StateBar’s Office of the General Counsel will provide information about how to filea complaint by calling 1-800-932-1900 toll free.

| FORGENT NETWORKS, INC.            |
|-----------------------------------|
|                              |
|                              |
| By:                               |   | /s/ RICHARD N. SNYDER |   |
|                              |   | Richard N.  Snyder |
|                              |   | Chief Executive  Officer |
| Date:                             |   | 11/29/06 |
|                              |   |   |
|                              |   |   |
| HAGANS, BURDINE,  MONTGOMERY,     |
| RUSTAY &  WINCHESTER, P.C.    |
|                              |   |   |
| By:                               |   | /s/ FRED HAGANS |   |
|                              |   | Fred Hagans |
|                              |   | Shareholder |
| Date:                             |   | 11/29/06 |
|                              |   |   |
|                              |   |   |
| BRACEWELL &  GIULIANI, L.L.P. |
|                              |
|                              |   |   |
| By:                               |   | /s/ RALPH MCBRIDE |   |
|                              |   | Ralph McBride |
|                              |   | Partner |
| Date:                             |   | 12/1/06 |

 

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