AGREEMENT AND PLAN OF MERGER

Exhibit 2.3

      AMENDMENT NO. 1 TO THE AGREEMENT AND PLAN OF MERGER (this “ Amendment ”), dated as of November 20, 2007, by and among Nuance Communications, Inc., a Delaware corporation (“ Parent ”), Vanhalen Acquisition Corporation, a New Jersey corporation and a wholly-owned subsidiary of Parent (“ Sub I ”), Vanhalen Acquisition LLC, a Delaware limited liability company and a wholly-owned subsidiary of Parent (“ Sub II, ” and with Sub I, the “ Subs ”), Viecore, Inc., a New Jersey corporation (the “ Company ”), and Thoma Cressey Bravo, Inc. (the “ Shareholder Representative ”) (collectively, the “ Parties ”).

      WHEREAS , the Parties have entered into the Agreement and Plan of Merger, dated as of October 21, 2007 (the “ Merger Agreement ”);

     WHEREAS, the Parties desire to amend the Merger Agreement as set forth herein;

      NOW, THEREFORE, in consideration of the foregoing and the mutual obligations in this Amendment and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE I
AMENDMENTS

Section 1.1 Restatement of Section 5.11(b) . Section 5.11(b) of the Merger Agreement is hereby deleted in its entirety and replaced with the following:

“(b) The aggregate value of the Parent Restricted Stock Units in the Offer Letters of the Continuing Employees shall equal at least $12,000,000 as of the Closing Date (valuing such Parent Restricted Stock Units at the average of the closing price of the Parent Common Stock for the ten Business Days prior to the date of this Agreement (i.e. October 21, 2007)). The Restricted Stock Units shall only be issued following the Effective Time, and only to Continuing Employees that have executed Offer Letters and Employee Proprietary Information, Inventions and Non-Competition Agreements. In the event that Parent terminates, without cause, Continuing Employees holding the Parent Restricted Stock Units having an aggregate value of at least $1,200,000 plus the value of any Parent Restricted Stock Units in the Offer Letters of the Continuing Employees in excess of $12,000,000 (such amount in excess of $12,000,000, the “ Overage ”) (for these purposes, valuing such Parent Restricted Stock Units at the average of the closing price of the Parent Common Stock for the ten Business Days prior to the date of this Agreement (i.e. October 21, 2007)) within one (1) year of the Closing, Parent shall issue to remaining Continuing Employees an aggregate number of new Parent Restricted Stock Units equal (a) to the aggregate amount of Parent Restricted Stock Units forfeited by such terminated Continuing Employees less (b) the Overage, divided by the average of the closing price of the Parent Common Stock for the ten Business Days prior to the date of this Agreement (i.e. October 21, 2007)). The number of Parent Restricted Stock Units to be issued to each respective remaining Continuing Employee shall be determined by Thomas J. Chisholm after consultation with Parent as promptly as practicable after the one (1) year anniversary of the Closing. With respect to any Continuing Employee that is terminated by Parent without Cause (as defined in the applicable agreements) within one (1) year of Closing, the Parent Restricted Stock Units held by such terminated employee shall accelerate and vest as if such employee remained employed by Parent at the end of such one (1) year period. Notwithstanding the foregoing, no Parent

Restricted Stock Units shall be issued which when taken with any other payments to an employee, in the absence of the 280G Shareholder Approval required by Section 5.14 , would be considered a Section 280G Payment.”

Section 1.2 Restatement o