LEGAL SERVICES FEE AGREEMENT

EXHIBIT 10.33

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.

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 Lawye