AGREEMENT AND PLAN OF MERGER

Exhibit 2.4

      THIS AMENDMENT NO. 2 TO THE AGREEMENT AND PLAN OF MERGER (this “ Amendment ”), dated as of November 29, 2007, is made and entered into by and among Nuance Communications, Inc., a Delaware corporation (“ Parent ”) and Thoma Cressey Bravo, Inc.as the representative of the Company’s shareholders (the “ Shareholder Representative ”) (collectively, the “ Parties ”).

      WHEREAS , the Parties have entered into the Agreement and Plan of Merger, dated as of October 21, 2007, as amended on November 20, 2007 (“ Amendment #1 ”)(the “ Merger Agreement ”) and consummated the First Step Merger on November 26, 2007;

      WHEREAS, the Parties desire to amend the Merger Agreement pursuant to Section 8.4 of 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 Amendment of Section 1.1 . The Parties hereby agree to waive the provision in Section 1.1 of the Merger Agreement requiring Parent to file the Delaware Second Step Certificate of Merger and the New Jersey Second Step Certificate of Merger with the State of Delaware and the State of New Jersey (collectively, the “ Merger Certificates ”), respectively, within three (3) Business Days after the Effective Time. The Parties further agree that Parent shall be required to, and shall cause the Merger Certificates to be filed by January 2, 2008, unless otherwise agreed to, pursuant to Article I of the Merger Agreement.

Section 1.2 Amendment of Article VII . The Parties hereby agree that all references in the Merger Agreement (including, but not limited to, the refe