2. Products And Development........................................ 3

BETWEEN


NEC CORPORATION


and


ACTIVE VOICE CORPORATION


TABLE OF CONTENTS


1. MPA CONSTRUCTION AND USE........................................ 2


2. PRODUCTS AND DEVELOPMENT........................................ 3


3. LICENSES........................................................ 6


4. LICENSE RESTRICTIONS............................................ 8


5. OWNERSHIP....................................................... 9


6. PRICING AND COMPENSATION........................................10


7. REPORTS AND PAYMENTS............................................11


8. NECAM APPOINTMENT AS RELATIONSHIP MANAGER.......................13


9. TERM AND TERMINATION............................................13


10. CONFIDENTIALITY.................................................14


11. WARRANTIES......................................................15


12. INDEMNIFICATION AND LIMITATION OF LIABILITY.....................17


13. DISPUTE RESOLUTION AND ARBITRATION..............................19


14. ADDITIONAL TERMS................................................19


EXHIBITS A DEFINITIONS
B SPECIFIC PRODUCT ADDENDA
C GENERAL DEVELOPMENT PROVISIONS
D SUPPORT PLANS
E TRAINING PROGRAMS
F MINIMUM END USER TERMS
G INDEMNIFIED COUNTRIES
H AFFILIATE ENROLLMENT
I TRADE SECRET TRANSMITTAL FOR AAINFO


MASTER PURCHASE AGREEMENT


This Master Purchase Agreement (the "Agreement") is made as of the 5th day of May, 1999 ("Effective Date"), by and between:


ACTIVE VOICE CORPORATION, a Washington corporation, having its
principal place of business at 2901 Third Avenue, Seattle, Washington,
98121 ("Active Voice"), and


NEC CORPORATION, a Japanese corporation with its registered offices at
7-1, Shiba-Chome, Minato-ku, Tokyo, 108-01 Japan ("NEC").


Each entity shall hereafter be referred to as a "Party" and jointly as
the "Parties."


RECITALS


I. Active Voice develops, manufactures and distributes certain
software and hardware communications products in the voicemail and
computer telephony market segments.


II. NEC develops, manufactures and distributes certain personal and
business communications products, including products in the
voicemail and computer telephony market segments.


III. Active Voice and NEC have entered previously into the following
agreements and amendments thereto:


A. NEC/J REPLAY AGREEMENT: Agreement Between Active Voice and
NEC, between Active Voice and NEC Corporation, dated July 27,
1993.


B. NEC/J PHONEMAX AGREEMENT: License and Development Agreement,
between Active Voice and NEC Corporation, dated March 1, 1996.


(1) JANUARY 16, 1998, Amendment to License and Development
Agreement.


C. NEC/J AD-8 AGREEMENT: Agreement, between Active Voice and NEC
Corporation, dated February 3, 1998; amended as follows:


(1) FEBRUARY 18, 1998, amendment.


D. NEC/AUSTRALIA AD-8 AGREEMENT: Agreement, between Active Voice
and NEC Pty. Ltd., dated November 24, 1998.


E. NECAM AGREEMENT: Original Equipment Manufacturer Purchase
Agreement, between Active Voice and NEC America, Inc., dated
November 23, 1994; amended as follows:


(1) AUGUST 31, 1995, amendment to include additional
modifications to the computer program designated by
Active Voice as Replay Plus for the NEAX-Registered
Trademark-2000 IVS, NEAX-Registered Trademark-2400 IMS
(ICS). and Electra Professional ICTS;


(2) FEBRUARY 9, 1996, amendment to include private
labeled computer program products designated by Active
Voice as PhoneMax;


(3) JULY 1, 1996, amendment, to expand territories,
establish site license pricing and change the renewal
notice period;


(4) JULY 9, 1996, amendment, to include the Active Voice
In-Switch Voice Mail product;


(5) AUGUST 7, 1997, amendment to include as to the Active
Voice In-Switch Voice mail product for the NEC Electra
Professional switch;


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(6) DECEMBER 23, 1997, amendment to include the Phone Max
private labeled product;


(7) FEBRUARY 24, 1998, amendment to include a Product
Discontinuation Notice period and the NEAXMAIL AD-8
product;


(8) APRIL 20, 1998, amendment to include the NEC
Lingo-TM- voice messaging system;


(9) JUNE 15, 1998, amendment to include the Active voice
NEAXMAIL-TM- AD-40 product;


(10) SEPTEMBER 4, 1998, amendment to include the Active
Voice Electra Mail CTI voice messaging system; and,


(11) SEPTEMBER 30, 1998, amendment to include Electra
Elite VMS InMail.


ACCORDINGLY, the Parties now desire to supersede the previous agreements and amendments thereto by entering into this Master Purchase Agreement and establishing a common structure and library of provisions for future product agreements.


AGREEMENT


1. MPA CONSTRUCTION AND USE:


1.1 OVERVIEW: This Agreement is comprised of the main body of this
Agreement, the Exhibits, and any subsequent addenda, amendments or
attachments thereto.


1.2 MAIN BODY OF THE AGREEMENT: The main body of this Agreement
includes the terms and provisions which are capable of being
standardized or elected from across product lines. In certain
sections, (e.g., licenses, warranties, invoices and payments), the
main body of the Agreement includes alternate provisions which may
be selected from and designated as the selection in Specific
Product Addenda ("SPA"), discussed further in Section 1.4 below.


1.3 DEFINITIONS: Definitions are included in Exhibit A. If any SPA
sets forth a definition that differs from the definition given in
Exhibit A, the SPA definition shall govern for that SPA only and
not as to the Master Purchase Agreement or any other SPA or Exhibit
unless otherwise specifically stated.


1.4 SPAS: Each Active Voice product licensed and/or provided under
this Agreement, including the terms specifically pertinent thereto,
shall be set forth in a SPA. SPAs shall be effective upon mutual
execution and included as Addenda to Exhibit B. The face page of
Exhibit B shall list each valid SPA, and shall be updated to
reflect each new or discontinued SPA. Unless otherwise stated, the
term of each SPA shall be assumed to be five (5) years from the
Effective Date of such SPA. The MPA may not expire during the valid
term of any SPA and shall be deemed extended by the Parties for the
full duration of the last valid SPA. The Parties, however, may
terminate the MPA for breach, under the provisions of Section 9
below, and any termination of the MPA for breach shall constitute
termination of each SPA under the MPA. Unless otherwise stated in a
SPA, Active Voice shall not have the ability to terminate a SPA
without cause prior to expiration of such SPA; however, if Active
Voice discontinues the product that is the subject of the SPA, then
the provisions governing Product Discontinuance in Section 2.6
below shall apply. Each SPA shall include any product-specific
terms, including but not limited to Statements of Work, variations
in licensing terms and conditions, royalty schedules, pricing,
support plans and/or training programs.


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1.5 AFFILIATES: This Agreement is initially executed by NEC. In the
event a NEC Affiliate desires and the Parties agree to have such
NEC Affiliate sign up as a direct Party to this Agreement, the
Parties shall amend this Agreement to add such NEC Affiliate via
an Enrollment Agreement, the form of which is attached as
Exhibit H. In addition, the face page of Exhibit H shall list
each NEC Affiliate that is enrolled as a Party to this
Agreement. For NEC Affiliates which are not enrolled as direct
Parties to this Agreement, the following provisions shall apply:


(a) ORDERING: NEC Affiliates which are not direct Parties to
this Agreement shall place orders for Active Voice
products through NEC or Enrolled Affiliates.


(b) DISTRIBUTOR TERMS: NEC Affiliates placing orders through
NEC or Enrolled Affiliates shall be deemed and treated as
NEC Distributors.


2. PRODUCTS AND DEVELOPMENT: The Parties agree to the following with
regard to products and development:


2.1 LICENSED SOFTWARE: Active Voice shall deliver the Licensed
Software to NEC in accordance with the provisions of the SPA
governing the Licensed Software. In addition, the following
provisions shall apply to New Releases, Maintenance Releases,
additional features and compatibility:


(a) NEW RELEASES:


(i) PROVISION OF NEW RELEASES: During the Term of the
Agreement, Active Voice agrees to offer New
Releases to NEC under mutually-agreeable terms and
conditions if Active Voice, in its sole
discretion, creates a New Release and makes such
New Releases publicly available to its customers
on a general basis.


(ii) INCORPORATION OF NEW RELEASES: If Active Voice
provides NEC with a New Release, NEC agrees to use
reasonable efforts to adopt such New Release in
NEC's next release of the applicable NEC Product,
and to cease shipping the previous release.


(b) MAINTENANCE RELEASES:


(i) PROVISION OF MAINTENANCE RELEASES: During the
Term of the Agreement, Active Voice agrees to
provide Maintenance Releases to NEC if Active
Voice, in its sole discretion, creates a
Maintenance Release and makes such Maintenance
Release publicly available to its customers on a
general basis.


(ii) INCORPORATION OF MAINTENANCE RELEASES: If Active
Voice provides NEC with a Maintenance Release, NEC
agrees to include such Maintenance Release in
NEC's next release of the NEC Products, and to
thereupon cease shipping the previous release. If,
however, Active Voice notifies NEC that continued
shipment of the prior release of the Licensed
Software might create liability for infringement
or breach of warranty, might result in loss of
customer goodwill, then NEC shall integrate such
Maintenance Release into its current applicable
NEC Product within ninety (90) days or within a
shorter period if possible to remedy potential
infringement, bugs or errors in the software or to
avoid claims for indemnification.


(c) ADDITIONAL FEATURES: The Parties shall negotiate in good
faith regarding the Specifications, terms and conditions
for prospective New or Maintenance Releases. Any request
for an additional feature not adopted by Active Voice may


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be proposed by NEC to become the subject of a Statement
of Work. The Parties shall negotiate in good faith with
respect to the Statement of Work.


(d) COMPATIBILITY: Active Voice shall use its Best Efforts
to design new Releases and Maintenance Releases to be
compatible with previous versions of the general release
versions of the Licensed Software. The Parties, however,
recognize that any development unique or specific to NEC
might negatively impact the possibility of compatibility
between the Licensed Software and any New Releases or
Maintenance Releases. Accordingly, provided that Active
Voice has a valid business or engineering purpose for
taking a particular product or design path, the taking of
such alternate path shall not constitute a failure by
Active Voice to meet its obligations hereunder. In
addition, if Active Voice makes any New Release or
Maintenance Release available to NEC and NEC does not
adopt such New Release or Maintenance Release, the
Parties acknowledge that such non-adoption is likely
to negatively impact the possibility of future
compatibility. Finally, if any additional work is
required to attain compatibility between any NEC
Product and any New Release or Maintenance Release,
the Parties may mutually agree on a Statement of Work
for such project.


2.2 ACTIVE VOICE HARDWARE PRODUCTS:


(a) ORDERING AND FULFILLMENT: Active Voice will use its Best
Efforts to fill NEC's Active Voice Hardware Product
orders promptly, but the Parties agree that Active Voice
shall not be responsible for late delivery resulting
from: (i) any cause beyond its reasonable control, (ii)
production allocations of its vendors, or (iii) the
inability of its vendors to supply Active Voice. Active
Voice reserves the right to allocate its production
and/or inventory in any manner it chooses. However, in
the event of product shortages, Active Voice will use its
Best Efforts to fill NEC's orders.


(b) PURCHASE ORDERS: NEC will submit in writing firm
purchase orders for all Active Voice Hardware Products.
Such orders shall be subject to the provisions of this
Agreement. Any provision of a purchase order inconsistent
with this Agreement shall be null and void. Active Voice
shall use its Best Efforts to accept any NEC forecasts
and purchase orders; however, based on the considerations
set forth in Section 2.2(a)(i)-(iii) above, Active Voice
shall have the right to reject any NEC forecasts and
purchase orders. If an order is rejected, Active Voice
will provide notification to NEC within three (3)
business days or receipt. If Active Voice fails to issue
the notice of rejection within such three (3) day period,
NEC's purchase order shall be deemed to have been
accepted by Active Voice on the last day of such three
(3) day period.


(c) SHIPMENT: Active Voice Hardware Product shipment will be
made F.O.B. ACTIVE VOICE plant, with risk of loss or
damage passing to NEC on delivery to common carrier at
F.O.B. point. Shipments will be made at a "declared
value" equal to the invoice price of the Active Voice
Hardware Product shipped. In the absence of specific
routing instructions, Active Voice may select the common
carrier and method of shipment.


(d) ACCEPTANCE: NEC, its Distributors or its End User
customers shall inspect the Active Voice Hardware
Products within a reasonable time upon receipt from
Active Voice, and shall: (i) within thirty (30) calendar
days of such receipt give written notice to Active Voice
of any claim for shortages; and (ii) within sixty (60)
calendar days of such delivery give written notice to
Active Voice of a claim for shortages or a claim that the
Active Voice Hardware Products, do not substantially
conform to the applicable Specifications for such Active
Voice Hardware Products, NEC shall ship, at NEC's cost,
any non-conforming product to Active Voice. As NEC's sole
and exclusive remedy for non-acceptance, Active


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Voice shall promptly replace any nonconforming Active Voice
Hardware and shall pay the shipping cost to NEC for the
replacement product.


2.3 THIRD PARTY HARDWARE: With respect to any Third Party Hardware, the
Parties shall determine terms for ordering, shipment and other
terms on a case-by-case basis in the SPA for such Third Party
Hardware. Unless otherwise agreed to in a SPA, NEC shall pursue its
remedies for product defects, nonconformity, warranties and other
bases for liability directly and exclusively against the Third
Party Hardware supplier and not Active Voice.


2.4 NEW PRODUCTS


(a) NEW PRODUCTS: If Active Voice, in its sole discretion,
creates any New Product, Active Voice shall offer such New
Product to NEC on MFB Terms.


2.5 PRODUCT CONTROL: Active Voice may modify the Licensed Software,
Third Party Software, Active Voice Hardware and/or Third Party
Hardware under a SPA in its sole discretion. If NEC does not accept
such modification the Parties shall terminate the SPA for that
product and such termination shall be NEC's sole and exclusive
remedy with respect to such SPA. A modified product shall supersede
the prior version of that product and the prior version shall not be
deemed discontinued if the modified version utilizes a significant
portion of the common core technology utilized in such prior
version.


2.6 PRODUCT DISCONTINUANCE:


(a) DEFINITION: Product Discontinuance for the Licensed Software
shall be evidenced by proof that any of the following
conditions has occurred: (i) Active Voice has terminated or
reassigned the employment of substantially all of the
personnel involved with the product alleged to be discontinued
and such termination or reassignment has resulted in Active
Voice's inability to provide product support; (ii) Active
Voice refuses to respond to support requests in violation of
the support agreement; and (iii) Active Voice has terminated
its continuing ability to manufacture and ship the product
alleged to be discontinued, as evidenced by termination
without plans for replacement of the key vendor relationships
necessary to supply such product.


(i) EXCEPTIONS: Notwithstanding anything to the contrary in
2.6(a) above, Product Discontinuance shall not be deemed
to have occurred if:


(1) Active Voice ceases to make, ship, provide or
license any product for any reason that relates to
any third party product or supplier of software or
hardware included in the product, (e.g., availability,
quality, reliability, support, price, liability),
provided that Active Voice shall use its Best Efforts
to find a comparable replacement for such third party
product or supplier; or


(2) Active Voice has replaced such product with another
product that uses a significant portion of common
core technology belonging to the product alleged to
be discontinued.


(b) CONSEQUENCE: If, under Sections 2.6(a) above, Product
Discontinuance has occurred within three (3) years of the
Effective Date of the SPA for that product, then the following
provisions shall apply:


(i) LICENSED SOFTWARE: Active Voice shall refund any NRE
paid by NEC to Active Voice singularly attributable to
the discontinued item of Licensed Software.


(ii) ACTIVE VOICE HARDWARE: Active Voice shall refund any NRE
paid by NEC to Active Voice for hardware qualification
costs or engineering costs singularly attributable to
the discontinued item of Active Voice Hardware.


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(c) NOTICE: Even if Active Voice's cessation of making, shipping,
providing or licensing a product does not constitute Product
Discontinuance under this Section, Active Voice shall use its
Best Efforts to provide NEC with the following advance written
notice:


(i) Licensed Software: Advance notice of one hundred and
twenty (120) days.


(ii) Active Voice Hardware, Third Party Software and Third
Party Hardware: Notice upon Active Voice's receipt of
notification from any third party supplier that the
product will no longer be provided, or sixty (60) days,
if possible.


2.7 THIRD PARTY SOFTWARE AND THIRD PARTY HARDWARE:


(a) SCOPE AND BASIC TERMS: Each SPA shall include a list of Third
Party Software and Third Party Hardware, if any, that Active
Voice anticipates will be shipped with the Licensed Software
or Active Voice Hardware. Active Voice may change such list in
its sole discretion at any time, provided that such change
does not diminish the functionality, reliability, or operation
of such product, except where no comparable replacement
product is available and Active Voice has used its Best
Efforts to find such comparable replacement product.


(a) LICENSING OF THIRD PARTY SOFTWARE AND THIRD PARTY HARDWARE:
According to the Parties' mutual agreement, Third Party
Software and Third Party Hardware shall be either sublicensed
through Active Voice to NEC under this Agreement or licensed
to NEC directly by the Third Party Software or Third Party
Hardware supplier in accordance with the Third Party
Documentation. If any Third Party Software or Third Party
Hardware supplier desires to conduct a compliance audit, NEC
shall cooperate with Active Voice in connection therewith.


(b) PRICING FOR THIRD PARTY SOFTWARE AND THIRD PARTY HARDWARE:
Pricing, if any, for Third Party Software and Third Party
Hardware shall be in accordance with the schedule or price
list for a SPA, or in accordance with the licensing agreement
directly between NEC and the Third Party Software or Third
Party Hardware supplier.


2.8 DEVELOPMENT OF MODIFIED SOFTWARE: If NEC desires development work
in connection with the Licensed Software, the Parties shall discuss
the goals and Specifications of such work and attempt to negotiate
in good faith mutually agreeable terms and conditions for the
development of any Modified Software. If the Parties reach
agreement on terms for the development, such terms shall be set
forth in a Statement of Work, included in or as an attachment to
the applicable SPA. Any such Statement of Work shall be governed by
this Agreement and the development provisions set forth in Exhibit
C, attached hereto. In addition, any Statement of Work shall
contain, at minimum, the following provisions: Specifications,
development responsibilities, NRE, payment schedule, license scope,
ownership and an estimated schedule for delivery.


3. LICENSES: The following license provisions are set forth in an elective
format where each SPA must designate which license grant(s) shall apply
to the particular product covered by such SPA. For example, a SPA for a
software product for which NEC shall have rights to distribute,
reproduce, and private label, shall designate in the license section of
that SPA that "Active Voice grants to NEC the license ...