EXHIBIT 4.1G

                            PATENT PURCHASE AGREEMENT

This PATENT PURCHASE AGREEMENT (this "AGREEMENT") is entered into, as of the
Effective Date (defined below), by and between VocalTec Communications Ltd., an
Israeli company, with an office at 60 Medinat Hayehudim Street, Herzliya 46140,
Israel ("SELLER") and Masinolli Fund Limited Liability Company, a Delaware
limited liability company, with an address at 2711 Centerville Rd, Suite 400;
Wilmington, DE 19808 ("PURCHASER"). The parties hereby agree as follows:

1.   BACKGROUND

     1.1. Seller owns certain patents.

     1.2. Seller wishes to sell to Purchaser all right, title, and interest in
          such patents and the causes of action to sue for infringement thereof
          and other enforcement rights, with Seller receiving a license to
          continue to use such patents in Seller's business.

     1.3. Purchaser wishes to purchase from Seller all right, title, and
          interest in the Assigned Patent Rights (defined below), with Seller
          receiving a license to continue to use such Assigned Patent Right in
          Seller's business.

2.   DEFINITIONS

     "ABANDONED ASSETS" means those specific provisional patent applications,
     patent applications, patents and other governmental grants or issuances
     listed on EXHIBIT C.

     "ASSIGNED PATENT RIGHTS" means the Patents and the additional rights set
     forth in paragraph 4.2.

     "ASSIGNMENT AGREEMENTS" means the agreements assigning ownership of the
     Assigned Patent Rights and the Abandoned Assets from the inventors and/or
     prior owners to Seller.

     "DOCKET" means Seller's or its agents' list or other means of tracking
     information relating to the prosecution or maintenance of the Patents
     throughout the world, including, without limitation, the names, addresses,
     email addresses, and phone numbers of prosecution counsel and agents, and
     information relating to deadlines, payments, and filings, which list or
     other means of tracking information is current as of the Effective Date.

     "EFFECTIVE DATE" means the date set forth as the Effective Date on the
     signature page of this Agreement.

     "EXCLUDED PATENTS" means all patents and patent applications listed in
     EXHIBIT F.

     "EXECUTED ASSIGNMENTS" means both the executed and attested Assignment of
     Patent Rights in the form attached as Exhibit B, the executed Assignment of
     Rights in Certain Assets in the form attached as EXHIBIT C, each as signed
     by a duly authorized representative of Seller, and the additional documents
     Seller may be required to execute and deliver under paragraph 5.3.

     "PATENTS" means, excluding the Abandoned Assets and the Excluded Patents,
     all (a) patents listed on EXHIBIT A; (b) patents or patent applications (i)
     to which any of the patents listed on Exhibit A expressly claims priority,
     either directly or indirectly or (ii) for which any of the patents listed
     on Exhibit A expressly forms a basis for priority, either directly or
     indirectly; and (c) reissues, reexaminations, extensions, continuations,
     continuations in part, continuing prosecution applications, requests for
     continuing examinations, divisions, and registrations of any item in the
     preceding subparagraphs (a) or (b).

     "PROSECUTION HISTORY FILES" means all files, documents and tangible things
     constituting, comprising or relating to the investigation, evaluation,
     preparation, prosecution, maintenance, defense, filing, issuance,
     registration, assertion or enforcement of the Patents.

     "TRANSMITTED COPY" has the meaning set forth in paragraph 8.10.

3.   TRANSMITTAL, REVIEW, CLOSING CONDITIONS AND PAYMENT

     3.1. TRANSMITTAL. Within fourteen (14) calendar days following the later of
          the Effective Date or the date Purchaser receives a Transmitted Copy
          of this Agreement executed by Seller, Seller will send to Purchaser
          the items identified on EXHIBIT D (the "INITIAL DELIVERABLES"). Seller
          acknowledges and agrees that Purchaser may reasonably request, within
          fourteen (14) business days following delivery to the Purchaser of the
          Initial Deliverables, and Seller will promptly deliver to Purchaser,
          additional documents based on Purchaser's review of the Initial
          Deliverables (such additional documents and the Initial Deliverables
          are, collectively, the "DELIVERABLES"), and that as a result of
          Purchaser's review, the lists of Patents on EXHIBITS A and B and the
          list of Abandoned Assets on EXHIBIT C, may be revised by Purchaser,
          with prior mutual agreement of Seller (evidenced by one or more
          Executed Assignments), before the Closing to conform these lists to
          the definition of Patents (and these revisions may therefore require
          the inclusion of additional provisional patent applications, patent
          applications, and patents on EXHIBIT A and B or EXHIBIT C). If
          originals of the Deliverables are not available and delivered to
          Purchaser prior to Closing, Seller will cause such originals of the
          Deliverables to be sent to Purchaser or Purchaser's representative
          promptly if and after such originals are located.

     3.2. CLOSING. The closing of the sale of the Assigned Patent Rights and the
          assignment of the Abandoned Assets hereunder will occur when all
          conditions set forth in paragraph 3.3 have been satisfied or waived
          and the payment set forth in paragraph 3.4 is made (the "Closing").
          Purchaser and Seller will use reasonable efforts to carry out the
          Closing within thirty (30) calendar days following the later of the
          Effective Date or the date on which the last of the Deliverables was
          received by Purchaser.

     3.3. PURCHASER'S CLOSING CONDITIONS. The following are conditions precedent
          to Purchaser's obligation to make the payment in paragraph 3.4.

          3.3.1. SIGNATURE BY SELLER. Seller executed this Agreement and
               delivered a Transmitted Copy and two (2) executed originals of
               this Agreement to Purchaser no later than December 1, 2008.


                                     - 2 -

          3.3.2. TRANSMITTAL OF DOCUMENTS. Seller delivered to Purchaser all the
               Deliverables.

          3.3.3. COMPLIANCE WITH AGREEMENT. Seller performed and complied in all
               material respects with all of the obligations under this
               Agreement that are to be performed or complied with by it on or
               prior to the Closing (provided that, unless Purchaser provides to
               Seller prior to or at the Closing written evidence that as of the
               Closing Seller has not performed and complied in all material
               respects with any of the obligations under this Agreement that
               are to be performed or complied with by it on or prior to the
               Closing, this condition shall be deemed to have been met). The
               preceding sentence shall not be deemed to waive any obligation of
               Seller, or liability of Seller hereunder for failing to comply
               with any of its obligations under this Agreement before and after
               the Closing, except to the extent that Purchaser knew of such
               noncompliance prior to the Closing and failed to notify Seller in
               writing of such noncompliance prior to the Closing.

          3.3.4. REPRESENTATIONS AND WARRANTIES TRUE. As of the Closing, the
               representations and warranties of Seller contained in Section 6
               are true and correct (provided that, unless Purchaser provides to
               Seller prior to or at the Closing written evidence that as of the
               Closing any of the representations and warranties of Seller
               contained in Section 6 is either untrue or incorrect, this
               condition shall be deemed to have been met). The preceding
               sentence shall not be deemed to waive any liability of Seller
               hereunder in the event that any of the representations and
               warranties of Seller contained in Section 6 are untrue or
               incorrect, except to the extent that Purchaser knew, prior to the
               Closing, that such representation or warranty was untrue or
               incorrect and failed to notify Seller thereof in writing prior to
               the Closing.

          3.3.5. PATENTS NOT ABANDONED. As of the Effective Date and the
               Closing, none of the Patents have expired, lapsed, been
               abandoned, or deemed withdrawn.

          3.3.6. DELIVERY OF EXECUTED ASSIGNMENTs. Seller caused the Executed
               Assignments to be delivered to Purchaser.

          3.3.7. OCS APPROVAL. Seller has received approval of the Office of the
               Chief Scientist of the State of Israel to consummate the
               transactions contemplated by this Agreement.

     3.4. SELLER'S CLOSING CONDITIONS.

          3.4.1. SIGNATURE BY PURCHASER. Purchaser executed this Agreement and
               delivered a Transmitted Copy and two (2) executed originals of
               this Agreement to Seller no later than December 1, 2008.

          3.4.2. PAYMENT. Subject to Section 4.1, at Closing, Purchaser will pay
               to Seller the amount of Seven Million U.S. Dollars (US
               $7,000,000) by wire transfer. Prior to Closing, Seller will
               furnish Purchaser with all necessary information to make a wire
               transfer to a designated bank account of Seller. Prior to such
               payment by Purchaser under the Agreement, Seller will deliver to
               Purchaser's representatives a current, valid certificate of
               exemption from withholding from the appropriate Israeli tax
               authorities. Purchaser may record the Executed Assignments with
               the applicable patent offices only on or after Closing.


                                     - 3 -

          3.4.3. REPRESENTATIONS AND WARRANTIES TRUE. As of the Closing, the
               representations and warranties of Purchaser contained in Section
               7 are true and correct (provided that, unless Seller provides to
               Purchaser prior to or at the Closing written evidence that as of
               the Closing any of the representations and warranties of
               Purchaser contained in Section 7 is either untrue or incorrect,
               this condition shall be deemed to have been met). The preceding
               sentence shall not be deemed to waive any liability of Purchaser
               hereunder in the event that any of the representations and
               warranties of Purchaser contained in Section 7 are untrue or
               incorrect, except to the extent that Seller knew, prior to the
               Closing, that such representation or warranty was untrue or
               incorrect and failed to notify Purchaser thereof in writing prior
               to the Closing.

     3.5. TERMINATION AND SURVIVAL. In the event any of the conditions to
          Closing set forth in paragraph 3.3 are not met within one hundred and
          fifty (150) days following the Effective Date, each of Purchaser and
          Seller may terminate this Agreement by written notice to the other
          party; provided, however, that Seller shall only have the right to
          terminate this Agreement if Seller has complied, in all material
          respects, with all of its obligations under this Agreement prior to
          such termination. Upon termination, Purchaser will return all
          documents delivered to Purchaser under this Section 3 to Seller. The
          provisions of Section 8 will survive any termination.

4.   TRANSFER OF PATENTS AND ADDITIONAL RIGHTS

     4.1. ASSIGNMENT OF PATENTS. Upon the Closing, Seller hereby sells, assigns,
          transfers, and conveys to Purchaser all right, title, and interest in
          and to the Assigned Patent Rights. Notwithstanding the foregoing,
          Seller may, at any time prior to the Closing, elect not to sell,
          assign, transfer and convey to Purchaser the patent identified on
          EXHIBIT A as DTMF, in which case the consideration for the Assigned
          Patent Rights, as set forth in Section 3.4.2, shall be reduced by Two
          Hundred Fifty Thousand U.S. Dollars (US $250,000). If Seller elects
          not to sell, assign, transfer and convey to Purchaser the patent
          identified on EXHIBIT A as DTMF, such election will only be valid if
          written notice is provided to Purchaser prior to Closing. Seller
          understands and acknowledges that, if any of the Patents are assigned
          to Seller's affiliates or subsidiaries, Seller may be required prior
          to the Closing to perform certain actions to establish that Seller is
          the assignee and to record such assignments. On or before Closing,
          Seller will execute and deliver to Purchaser the Assignment of Patent
          Rights in the form set forth in EXHIBIT B (as may be updated pursuant
          to paragraph 3.1).


                                     - 4 -

     4.2. ASSIGNMENT OF ADDITIONAL RIGHTS. Upon the Closing, Seller hereby also
          sells, assigns, transfers, and conveys to Purchaser all right, title
          and interest in and to all:

          4.2.1. inventions, invention disclosures, and discoveries described in
               any of the Patents that (i) are included in any claim in the
               Patents, (ii) are subject matter capable of being reduced to a
               patent claim drafted with a reasonable belief of compliance with
               the requirements of 35 U.S.C. ss. 112, 35 U.S.C. ss.102, and 35
               U.S.C. ss.103 17 in a reissue or reexamination proceedings
               brought on any of the Patents, and/or (iii) could have been
               included in any of the Patents as a claim drafted with a
               reasonable belief of compliance with the requirements of 35
               U.S.C. ss. 112, 35 U.S.C. ss.102, and 35 U.S.C. ss.103;

          4.2.2. rights to apply in any or all countries of the world for
               patents, certificates of invention, utility models, industrial
               design protections, design patent protections, or other
               governmental grants or issuances of any type related to any of
               the Patents and the inventions, invention disclosures, and
               discoveries therein;

          4.2.3. causes of action (whether known or unknown or whether currently
               pending, filed, or otherwise) and other enforcement rights under,
               or on account of, any of the Patents and/or the rights described
               in subparagraph 4.2(b), including, without limitation, all causes
               of action and other enforcement rights for (i) damages, (ii)
               injunctive relief, and (iii) any other remedies of any kind for
               past, current and future infringement; and

          4.2.4. rights to collect royalties or other payments under or on
               account of any of the Patents and/or any of the foregoing rights
               under subparagraphs 4.2(a), (b) and (c).

     4.3. ASSIGNMENT OF RIGHTS IN CERTAIN ASSETS. Upon the Closing, Seller
          hereby sells, assigns, transfers, and conveys to Purchaser all of
          Seller's right, title, and interest in and to the Abandoned Assets. On
          or before Closing, Seller will execute and deliver to Purchaser the
          Assignment of Rights in Certain Assets in the form set forth in
          EXHIBIT C (as may be updated pursuant to paragraph 3.1).

5.   ADDITIONAL OBLIGATIONS

     5.1. FURTHER COOPERATION.

          5.1.1. At the reasonable request of Purchaser, Seller will execute and
               deliver such other instruments and do and perform such other acts
               and things that are reasonably necessary for effecting the
               consummation of the transactions contemplated hereby, including,
               without limitation, (i) execution, acknowledgment, and
               recordation of other such papers, and using commercially
               reasonable efforts to obtain the same from the respective
               inventors, as necessary for perfecting and conveying unto
               Purchaser the benefit of the transactions contemplated hereby and
               (ii) using best efforts to obtain approval of the Office of the
               Chief Scientist of the State of Israel to consummate the
               transactions contemplated by this Agreement.


                                     - 5 -

          5.1.2. To the extent any attorney-client privilege or the attorney
               work-product doctrine applies to any portion of the Prosecution
               History Files retained after Closing under Seller or Seller's
               representatives normal document retention policy, Seller will use
               reasonable efforts to ensure that, if any such portion of the
               Prosecution History File remains under Seller's possession or
               control after Closing, it is not disclosed to any third party
               unless (i) disclosure is ordered by a court of competent
               jurisdiction, after all appropriate appeals to prevent disclosure
               have been exhausted and (ii) Seller gave Purchaser prompt notice
               upon learning that any third party sought or intended to seek a
               court order requiring the disclosure of any such portion of the
               Prosecution History File. In addition, Seller will continue to
               prosecute, maintain, and defend the Patents at its sole expense
               until the Closing.

          5.1.3. With respect to U.S. Patent 5,751,968, Seller will provide and
               make available to Purchaser all files and correspondence in its
               possession, whether in possession of Seller, Seller's counsel or
               Seller's agent (with respect to Seller's counsel or Seller's
               agent, after and based solely on due inquiry with them by the
               Seller) relating to the abandonment and subsequent revival of
               this asset. Any attorney client privileged documentation will be
               disclosed pursuant to a Common Interest Agreement, attached as
               Exhibit H.

          5.1.4. Seller will also, at the reasonable request of Purchaser after
               Closing, use reasonable efforts to assist Purchaser in providing,
               and obtaining, from the respective inventors, prompt production
               of pertinent facts and documents, otherwise giving of testimony,
               execution of petitions, oaths, powers of attorney,
               specifications, declarations or other papers and other assistance
               reasonably necessary for filing patent applications, enforcement
               or other actions and proceedings with respect to the claims under
               the Patents.

          5.1.5. Purchaser shall compensate Seller for all reasonable and
               documented disbursements and time incurred after Closing in
               connection with complying with Seller's undertakings under all
               clauses of paragraph 5.1, provided that Seller shall have
               furnished Purchaser an advance, written estimate of all material
               fees and costs for such assistance and Purchaser shall have
               agreed in writing to pay such fees and costs (provided that if
               Purchaser does not so agree in writing, Seller shall not be
               obligated to comply with Seller's undertakings under all clauses
               of paragraph 5.1 and any non compliance shall not be deemed a
               breach of this Agreement by Seller).


                                     - 6 -

          5.1.6. Seller shall be solely responsible for any broker's or finder's
               fee or any other commission or similar fee, directly or
               indirectly, on account of any action taken by Seller in
               connection with any of the transactions contemplated under this
               Agreement, including, without limitation, any payments to
               IPinvestments Group. Seller agrees to indemnify and hold the
               Purchaser harmless from and against any claim or liability
               resulting from any person claiming any such commission or fee, if
               such claims shall be contrary to the foregoing statement.

     5.2. PAYMENT OF FEES. Seller will pay any maintenance fees, annuities, and
          the like due or payable on the Patents until the Closing. For the
          avoidance of doubt, Seller shall pay any maintenance fees for which
          the fee is payable (e.g., the fee payment window opens) on or prior to
          the Closing even if the surcharge date or final deadline for payment
          of such fee would be after the Closing.

     5.3. FOREIGN ASSIGNMENTS. To the extent the Patents include non-United
          States patents, Seller will deliver to Purchaser's representatives
          executed documents in a form as may be required in the non-U.S
          jurisdiction in order to perfect the assignment to Purchaser of the
          non-U.S. patents and patent applications.

6.   REPRESENTATIONS AND WARRANTIES OF SELLER

     Seller hereby represents and warrants to Purchaser as follows that, as of
     the Effective Date and as of the Closing:

     6.1. AUTHORITY. Seller is a company duly formed and validly existing under
          the laws of State of Israel. Seller has the full power and authority
          and has obtained all third party consents, approvals, and/or other
          authorizations required to enter into this Agreement and to carry out
          its obligations hereunder, including, without limitation, the
          assignment of the Assigned Patent Rights to Purchaser.

     6.2. TITLE AND CONTEST. Seller owns all right, title and interest to the
          Assigned Patents Rights, including, without limitation, all right,
          title and interest to sue for infringement of the Patents. To Seller's
          knowledge, the Assigned Patent Rights are free and clear of all liens,
          claims, mortgages, pledges, security interests or other encumbrances
          and restrictions of any kind whatsoever. The Seller is not aware of
          any actions, suits, investigations, claims or proceedings that are
          either pending or in progress, in each case relating in any way to the
          Assigned Patent Rights. The Seller is not party to any contract,
          agreement, option, commitment, proposal, bid, offer, or right with,
          to, or in any person to acquire any of the Assigned Patent Rights.

     6.3. GOVERNMENT FINANCING. Except with respect to certain financing
          provided by the Office of the Chief Scientist of the Ministry of
          Industry, Trade and Labor of the State of Israel, none of the research
          and development that led to the inventions which are the subject of
          the Assigned Patent Rights and none of the technology or know-how
          incorporated in those inventions were financed by any governmental
          institution.


                                     - 7 -

     6.4. EXISTING LICENSES AND OBLIGATIONS. There is no obligation imposed by a
          standards-setting organization to license any of the Patents on
          particular terms or conditions. Except for the license granted by
          Purchaser to Seller pursuant to a separate agreement between the
          parties, (a) no licenses under the Patents have been granted to or
          retained by Seller and (b) after Closing, none of Seller, any prior
          owner, or any inventor will retain any rights or interest in the
          Assigned Patent Rights. To the Seller's knowledge, no licenses under
          the Acquired Patents have been granted to or retained by any prior
          owner or any inventor. No licenses under the Patents (excluding the
          Acquired Patents) have been granted to or retained by any prior owner
          or any inventor.

     6.5. RESTRICTIONS ON RIGHTS. Purchaser will not be subject to any covenant
          not to sue or similar restrictions on its enforcement or enjoyment of
          the Assigned Patent Rights or the Abandoned Assets as a result of any
          prior transaction related to the Assigned Patent Rights or the
          Abandoned Assets to which Seller, Seller's affiliates, or any inventor
          is a party. To Seller's knowledge, Purchaser will not be subject to
          any covenant not to sue or similar restrictions on its enforcement or
          enjoyment of the Assigned Patent Rights or the Abandoned Assets as a
          result of any prior transaction related to the Assigned Patent Rights
          or the Abandoned Assets to which any non-inventor assignor to Seller
          or Seller's affiliates is a party.

     6.6. VALIDITY AND ENFORCEABILITY.

          6.6.1. None of the Patents or the Abandoned Assets (other than
               Abandoned Assets for which abandonment resulted solely from
               unpaid fees and/or annuities) has ever been found invalid,
               unpatentable, or unenforceable for any reason in any inter partes
               administrative, arbitration, judicial, or other proceeding.

          6.6.2. To the best of Seller's knowledge, Seller has not received any
               notice or information of any kind from any source suggesting the
               invalidity, unpatentability, or unenforceability of any claimed
               subject matter within the Patents or Abandoned Assets that has
               ultimately been allowed, granted, or otherwise deemed patentable
               by a respective patent authority or patent office, with the
               exception of (i) rejections, objections, or other deficiencies
               identified by such patent authority or patent office which were
               overcome to result in the allowance, grant, or patenting of such
               claimed subject matter and (ii) any documents relating to the
               examination or consideration by a patent office or patent
               authority of any of the patents or patent applications listed in
               EXHIBIT G.

          6.6.3. To the best of Seller's knowledge, Seller has not received any
               notice or information of any kind from any source suggesting the
               invalidity, unpatentability, or unenforceability of claims
               contained within any of the patent applications within the
               Patents that have not yet been subject to substantive examination
               by a respective patent office or patent authority.

          6.6.4. If any of the Patents is terminally disclaimed to another
               patent or patent application, all patents and patent applications
               subject to such terminal disclaimer are included in this
               transaction.


                                     - 8 -

          6.6.5. To the extent "small entity" fees were paid to the United
               States Patent and Trademark Office for any Patent, such reduced
               fees were appropriate at the time of such payment because the
               payor qualified to pay "small entity" fees and specifically had
               not licensed rights in any Patent to an entity that was not a
               "small entity."

     6.7. CONDUCT. Seller has not, and to Seller's knowledge, no prior owner(s),
          nor their respective agents or representatives, have engaged in any
          conduct, or omitted to perform any necessary act, the result of which
          would be reasonably expected to invalidate any of the Patents or
          hinder their enforcement, including, without limitation,
          misrepresenting the Patents to a standard-setting organization.

     6.8. ENFORCEMENT. In connection with the process relating to the sale of
          the Patents, the Seller has prepared an analysis showing certain
          potential infringements of the Patents. Seller has not invited any
          third party to enter into a license under any of the Patents or the
          Abandoned Assets. Seller has not initiated any enforcement action with
          respect to any of the Patents or the Abandoned Assets.

     6.9. PATENT OFFICE PROCEEDINGS. To Seller's knowledge, (a) none of the
          Patents or the Abandoned Assets have been or are currently involved in
          any reexamination, reissue, interference proceeding, or any similar
          proceeding, and (b) no such proceedings are pending or threatened.

     6.10. FEES. All maintenance fees, annuities, and the like due or payable on
          the Patents have been timely paid. For the avoidance of doubt, such
          timely payment includes payment of any maintenance fees for which the
          fee is payable (e.g., the fee payment window opens) even if the
          surcharge date or final deadline for payment of such fee would be in
          the future.

     6.11. ABANDONED ASSETS. According to each applicable patent office, each of
          the Abandoned Assets has expired, lapsed, or been abandoned or deemed
          withdrawn.

     6.12. PATENT FAMILY COMPLETE. The Patents include all (a) patents or patent
          applications (i) to which any of the Patents directly or indirectly
          claims priority, (ii) for which any of the Patents directly or
          indirectly forms a basis for priority, and/or (iii) that are co-owned
          applications that incorporate by reference, or are incorporated by
          reference into, the Patents; (b) reissues, reexaminations, extensions,
          continuations, continuations in part, continuing prosecution
          applications, requests for continuing examinations, divisions, and
          registrations of any item in any of the foregoing categories; (c)
          foreign patents, patent applications and counterparts relating to any
          item in any of the foregoing categories, including, without
          limitation, certificates of invention, utility models, industrial
          design protection, design patent protection, and other governmental
          grants or issuances; and (d) any items in any of the foregoing
          categories (a) through (c) whether or not expressly listed as Patents
          and whether or not claims in any of the foregoing have been rejected,
          withdrawn, cancelled, or the like.


                                     - 9 -

     6.13. REVIVED U.S. PATENT 5,751,968. As of the Effective Date, Seller
          disclosed and delivered to Purchaser for its review all documentation
          in its possession, and, to Seller's knowledge, in its counsel's or
          agent's possession, in each case relating to the abandonment and
          subsequent revival of U.S. Patent 5,751,968. If any additional
          documentation or information related to U.S. Patent 5,751,968 becomes
          available to Seller anytime after the Effective Date, Seller will
          immediately disclose to Purchaser for review.

7.   REPRESENTATIONS AND WARRANTIES OF PURCHASER

     Purchaser hereby represents and warrants to Seller as of the Effective Date
     as follows:

     7.1. Purchaser is a limited liability company duly formed, validly
          existing, and in good standing under the laws of the jurisdiction of
          its formation.

     7.2. Purchaser has all requisite power and authority to (a) enter into,
          execute, and deliver this Agreement and (b) perform fully its
          obligations hereunder.

     7.3. This Agreement, including all exhibits, annexes and schedules, when
          executed and delivered by Purchaser, will constitute the valid,
          binding and enforceable obligations of Purchaser.

     7.4. No agent, broker, investment banker, person or firm acting in a
          similar capacity on behalf of or under the authority of Purchaser is
          or will be entitled to any broker's or finder's fee or any other
          commission or similar fee from, directly or indirectly, the Purchaser
          on account of any action taken by Purchaser in connection with any of
          the transactions contemplated under this Agreement. Except to the
          extent that Seller is obligated to indemnify Purchaser pursuant to
          paragraph 5.1(e), Purchaser agrees to indemnify and hold the Seller
          harmless from and against any claim or liability resulting from any
          person claiming any such commission or fee, if such claims shall be
          contrary to the foregoing statement.

     7.5. As of the Closing, and without limiting the representations and
          warranties of the Seller or the remedies of the Purchaser hereunder,
          Purchaser has conducted an independent legal due diligence examination
          of the information and materials relating to the Assigned Patent
          Rights and the Abandoned Assets provided to it by the Seller, as the
          Purchaser and its advisors reasonably deemed necessary with respect to
          the Assigned Patent Rights or the Abandoned Assets, and has found the
          results of such due diligence examination satisfactory. In addition,
          as of the Effective Date, Purchaser represents that it has been given
          the opportunity to ask questions of and receive answers from the
          Seller with respect to U.S. Patent 5,751,968 and it is satisfied that
          the abandonment of this U.S. Patent 5,751,968 was either unavoidable
          or unintentional. In the event that any additional documentation or
          information related to U.S. Patent 5,751,968 becomes known to Seller
          after the Effective Date but prior to Closing, Purchaser has the right
          to review such material and become reasonably satisfied.


                                     - 10 -

8.   MISCELLANEOUS

     8.1. LIMITATION OF LIABILITY. The parties shall be entitled to standard
          contractual remedies except as otherwise specified in this Agreement
          or in a separate agreement between the parties.

     8.2. COMPLIANCE WITH LAWS. Notwithstanding anything contained in this
          Agreement to the contrary, the obligations of the parties with respect
          to the consummation of the transactions contemplated by this Agreement
          shall be subject to all laws, present and future, of any government
          having jurisdiction over the parties and this transaction, and to
          orders, regulations, directions or requests of any such government.

     8.3. CONFIDENTIALITY OF TERMS. Except as may be agreed upon by the parties
          in a side letter or other written agreement, the parties hereto will
          keep the terms and existence of this Agreement and the identities of
          the parties hereto and their affiliates confidential and will not now
          or hereafter divulge any of this information to any third party except
          (a) with the prior written consent of the other party; (b) as
          otherwise may be required by law or legal process (as reasonably
          determined by the party effecting the dissemination of the relevant
          information); (c) during the course of litigation, so long as the
          disclosure of such terms and conditions is restricted in the same
          manner as is the confidential information of other litigating parties;
          (d) in confidence to its legal counsel, accountants, banks, and
          financing sources and their advisors solely in connection with
          complying with or administering its obligations with respect to this
          Agreement; (e) by Purchaser, after the Closing, to potential
          purchasers or licensees of the Assigned Patent Rights or the Abandoned
          Assets; (f) in order to perfect Purchaser's interest in the Assigned
          Patent Rights or the Abandoned Assets with any governmental patent
          office (including, without limitation, recording the Executed
          Assignments in any governmental patent office); or (g) to enforce
          Purchaser's right, title, and interest in and to the Assigned Patent
          Rights or the Abandoned Assets; provided that, in (b) and (c) above,
          (i) to the extent permitted by law, the disclosing party will use all
          legal means available to minimize the disclosure to third parties,
          including, without limitation, seeking a confidential treatment
          request or protective order whenever appropriate or available; and
          (ii) the disclosing party will provide the other party with at least
          ten (10) days' prior written notice of such disclosure. Without
          limiting the foregoing, Seller will cause its agents involved in this
          transaction to abide by the terms of this paragraph, including,
          without limitation, ensuring that such agents do not disclose or
          otherwise publicize the existence of this transaction with actual or
          potential clients in marketing materials, or industry conferences.

     8.4. GOVERNING LAW; VENUE/JURISDICTION. This Agreement will be interpreted,
          construed, and enforced in all respects in accordance with the laws of
          the State of Delaware, without reference to its choice of law
          principles to the contrary. Seller will not commence or prosecute any
          action, suit, proceeding or claim arising under or by reason of this
          Agreement other than in the state or federal courts located in
          Delaware. Each party irrevocably consents to the jurisdiction and
          venue of the courts identified in the preceding sentence in connection
          with any action, suit, proceeding, or claim arising under or by reason
          of this Agreement.


                                     - 11 -

     8.5. NOTICES. All notices given hereunder will be given in writing (in
          English or with an English translation), will refer to Purchaser and
          to this Agreement and will be delivered to the address set forth below
          by (a) personal delivery or (b) delivery postage prepaid by an
          internationally-recognized express courier service:

          IF TO PURCHASER                           IF TO SELLER
          Masinolli Fund Limited Liability Company  VocalTec Communications Ltd.
          2711 Centerville Rd, Suite 400            60 Medinat Hayehudim Street
          Wilmington, DE 19808                      Herzliya 46140, Israel

          Attn: Managing Director                   Attn: CEO

          Notices are deemed given on (y) the date of receipt if delivered
          personally or by express courier or (z) if delivery is refused, the
          date of refusal. Notice given in any other manner will be deemed to
          have been given only if and when received at the address of the person
          to be notified. Either party may from time to time change its address
          for notices under this Agreement by giving the other party written
          notice of such change in accordance with this paragraph.

     8.6. RELATIONSHIP OF PARTIES. The parties hereto are independent
          contractors. Nothing in this Agreement will be construed to create a
          partnership, joint venture, franchise, fiduciary, employment or agency
          relationship between the parties. Neither party has any express or
          implied authority to assume or create any obligations on behalf of the
          other or to bind the other to any contract, agreement or undertaking
          with any third party.

     8.7. SEVERABILITY. If any provision of this Agreement is found to be
          invalid or unenforceable, then the remainder of this Agreement will
          have full force and effect, and the invalid provision will be
          modified, or partially enforced, to the maximum extent permitted to
          effectuate the original objective.

     8.8. WAIVER. Failure by either party to enforce any term of this Agreement
          will not be deemed a waiver of future enforcement of that or any other
          term in this Agreement or any other agreement that may be in place
          between the parties.


                                     - 12 -

     8.9. MISCELLANEOUS. This Agreement, including its exhibits and any other
          written instruments contemplated herein or hereby, constitutes the
          entire agreement between the parties with respect to the subject
          matter hereof and thereof and merges and supersedes all prior
          agreements, understandings, negotiations, and discussions solely with
          respect to the subject matter hereof, but excluding any written
          agreements or side letters executed by the parties concurrently with
          the execution of this Agreement. Neither of the parties will be bound
          by any conditions, definitions, warranties, understandings, or
          representations with respect to the subject matter hereof other than
          as expressly provided herein except as set forth in any written
          agreements or side letters executed by the parties concurrently with
          the execution of this Agreement. The section headings contained in
          this Agreement are for reference purposes only and will not affect in
          any way the meaning or interpretation of this Agreement. This
          Agreement is not intended to confer any right or benefit on any third
          party (including, but not limited to, any employee or beneficiary of
          any party), and no action may be commenced or prosecuted against a
          party by any third party claiming as a third-party beneficiary of this
          Agreement or any of the transactions contemplated by this Agreement.
          No oral explanation or oral information by either party hereto will
          alter the meaning or interpretation of this Agreement. No amendments
          or modifications will be effective unless in writing signed by an
          authorized representative of each of the parties. The terms and
          conditions of this Agreement will prevail notwithstanding any
          different, conflicting or additional terms and conditions solely with
          respect to the subject matter hereof that may appear on any letter,
          email or other communication or other writing not expressly
          incorporated into or contemplated by this Agreement, excluding any
          written agreements or side letters executed by the parties
          concurrently with the execution of this Agreement. The following
          exhibits are attached hereto and incorporated herein: EXHIBIT A
          (entitled "Patents to be Assigned"); EXHIBIT B (entitled "Assignment
          of Patent Rights"); EXHIBIT C (entitled "Assignment of Rights in
          Certain Assets"); EXHIBIT D (entitled "List of Initial Deliverables");
          and EXHIBIT E (entitled "Small Entity Fee Exceptions"); EXHIBIT F
          (entitled "Excluded Patents"); EXHIBIT G (entitled "Exclusions"); and
          EXHIBIT H (entitled "Common Interest Agreement").

     8.10. COUNTERPARTS; ELECTRONIC SIGNATURE; DELIVERY MECHANICS. This
          Agreement may be executed in counterparts, each of which will be
          deemed an original, and all of which together constitute one and the
          same instrument. Each party will execute and promptly deliver to the
          other parties a copy of this Agreement bearing the original signature.
          Prior to such delivery, in order to expedite the process of entering
          into this Agreement, the parties acknowledge that a Transmitted Copy
          of this Agreement will be deemed an original document. "TRANSMITTED
          COPY" means a copy bearing a signature of a party that is reproduced
          or transmitted via email of a .pdf file, photocopy, facsimile, or
          other process of complete and accurate reproduction and transmission.

     8.11. LANGUAGE. The official language of this Agreement exclusively shall
          be, and all communications and agreements between the parties
          exclusively shall be made in, the English language. The parties hereto
          waive any rights they may have under any other law to have this
          Agreement written in another language, and any translation of this
          Agreement will be solely for the convenience of the parties hereto.



                                     - 13 -

     In witness whereof, intending to be legally bound, the parties have
     executed this Patent Purchase Agreement as of the Effective Date.

     SELLER:                            PURCHASER:

     VOCALTEC COMMUNICATIONS LTD.       MASINOLLI FUND LIMITED LIABILITY COMPANY

     By: _______________________        By: _______________________

     Name: _____________________        Name: Melissa Coleman

     Title: ____________________        Title: Authorized Person

                        EFFECTIVE DATE: DECEMBER 5, 2008


                                     - 14 -

                                                                       EXHIBIT A

                                     PATENTS

PATENT OR APPLICATION NO.     COUNTRY         FILING DATE               TITLE OF PATENT AND INVENTORS
----------------------------- --------------- ------------------------- --------------------------------------

5,751,968 (08/647,072)        US              09/05/1996                System and method for distributing
                                                                        multi-media presentations in a
                                                                        computer network (ALON COHEN)
----------------------------- --------------- ------------------------- --------------------------------------
115263 (IL1995000115263)      Israel          12/09/1995                System and method for distributing
                                                                        multi-media presentations in a
                                                                        computer network (ALON COHEN)
----------------------------- --------------- ------------------------- --------------------------------------
6,332,153 (08/688,959)        US              31/07/1996                Apparatus and method for
                                                                        multi-station conferencing
                                                                        (ALON COHEN)
----------------------------- --------------- ------------------------- --------------------------------------
6,519,541 (09/324,159)        US              02/06/1999                Multiple  frequency  signal  detector
                                                                        (CHARLY BITTON)
----------------------------- --------------- ------------------------- --------------------------------------


                                     - 15 -

                                                                       EXHIBIT B

                           ASSIGNMENT OF PATENT RIGHTS

For good and valuable consideration, the receipt of which is hereby
acknowledged, VocalTec Communications Ltd., an Israeli company, with an office
at 60 Medinat Hayehudim Street, Herzliya 46140, Israel ("Assignor"), does hereby
sell, assign, transfer, and convey unto Masinolli Fund Limited Liability
Company, a Delaware limited liability company, having an address at 2711
Centerville Rd, Suite 400; Wilmington, DE 19808 ("ASSIGNEE"), or its designees,
all right, title, and interest that exist today and may exist in the future in
and to any and all of the following (collectively, the "PATENT RIGHTS"):

(a)  the patents listed in the table below (the "PATENTS");

(b)  patents or patent applications (i) to which any of the Patents expressly
     claims priority, either directly or indirectly, or (ii) for which any of
     the Patents expressly forms a basis for priority, either directly or
     indirectly;

(c)  all reissues, reexaminations, extensions, continuations, continuations in
     part, continuing prosecution applications, requests for continuing
     examinations, divisions, registrations of any item in the foregoing
     categories (a) or (b);

(d)  inventions, invention disclosures, and discoveries described in any of the
     Patents and/or any item in the foregoing categories (b) or (c) that (i) are
     included in any claim in the Patents and/or any item in (b), or (ii) are
     subject matter capable of being reduced to an allowable patent claim in a
     reissue or reexamination proceedings brought on any of the Patents and/or
     any item in the foregoing categories (b) and (c);

(e)  all rights to apply in any or all countries of the world for patents,
     certificates of invention, utility models, industrial design protections,
     design patent protections, or other governmental grants or issuances of any
     type related to the Patents any item in any of the foregoing categories (a)
     through (d), including, without limitation, under the Paris Convention for
     the Protection of Industrial Property, the International Patent Cooperation
     Treaty, or any other convention, treaty, agreement, or understanding;

(f)  all causes of action (whether known or unknown or whether currently
     pending, filed, or otherwise) and other enforcement rights under, or on
     account of, any of the Patents and/or any item in any of the foregoing
     categories (b) through (e), including, without limitation, all causes of
     action and other enforcement rights for

     (1)  damages,

     (2)  injunctive relief, and

     (3)  any other remedies of any kind for past, current, and future
          infringement; and

(g)  all rights item in any of the foregoing categories (b) through (e) to
     collect royalties and other payments under or on account of any of the
     Patents and/or any item in any of the foregoing categories (b) through (f).


                                     - 16 -

PATENT OR APPLICATION NO.     COUNTRY         FILING DATE               TITLE OF PATENT AND INVENTORS
----------------------------- --------------- ------------------------- --------------------------------------

5,751,968 (08/647,072)        US              09/05/1996                System and method for distributing
                                                                        multi-media presentations in a
                                                                        computer network (ALON COHEN)
----------------------------- --------------- ------------------------- --------------------------------------
115263 (IL1995000115263)      Israel          12/09/1995                System and method for distributing
                                                                        multi-media presentations in a
                                                                        computer network (ALON COHEN)
----------------------------- --------------- ------------------------- --------------------------------------
6,332,153 (08/688,959)        US              31/07/1996                Apparatus and method for
                                                                        multi-station conferencing
                                                                        (ALON COHEN)
----------------------------- --------------- ------------------------- --------------------------------------
6,519,541 (09/324,159)        US              02/06/1999                Multiple frequency signal detector
                                                                        (CHARLY BITTON)
----------------------------- --------------- ------------------------- --------------------------------------

Assignor hereby authorizes the respective patent office or governmental agency
in each jurisdiction to issue any and all patents, certificates of invention,
utility models or other governmental grants or issuances that may be granted
upon any of the Patent Rights in the name of Assignee, as the assignee to the
entire interest therein.

The terms and conditions of this Assignment of Patent Rights will inure to the
benefit of Assignee, its successors, assigns, and other legal representatives
and will be binding upon Assignor, its successors, assigns, and other legal
representatives.

IN WITNESS WHEREOF this Assignment of Patent Rights is executed at _____________
on ______________________________

ASSIGNOR:

VOCALTEC COMMUNICATIONS LTD.

By:_________________________

Name:_______________________

Title:______________________

(SIGNATURE MUST BE ATTESTED)


                                     - 17 -

               ATTESTATION OF SIGNATURE PURSUANT TO 28 U.S.C. 1746

The undersigned witnessed the signature of _________________ to the above
Assignment of Patent Rights on behalf of VocalTec Communications Ltd. and makes
the following statements:

     1. I am over the age of 18 and competent to testify as to the facts in this
Attestation block if called upon to do so.

     2. ________________ is personally known to me (or proved to me on the basis
of satisfactory evidence) and appeared before me on _________ __, 2008__ to
execute the above Assignment of Patent Rights on behalf of VocalTec
Communications, Ltd.

I declare under penalty of perjury under the laws of the United States of
America that the statements made in the two (2) numbered paragraphs immediately
above are true and correct.

EXECUTED on ___________________(date)

____________________________________

Print Name: ________________________


                                     - 18 -

                                                                       EXHIBIT C

                     ASSIGNMENT OF RIGHTS IN CERTAIN ASSETS

For good and valuable consideration, the receipt of which is hereby
acknowledged, VocalTec Communications Ltd., an Israeli company, with an office
at 60 Medinat Hayehudim Street, Herzliya 46140, Israel ("ASSIGNOR"), does hereby
sell, assign, transfer, and convey unto Masinolli Fund Limited Liability
company, a Delaware limited liability company, having an address at 2711
Centerville Rd, Suite 400; Wilmington, DE 19808 ("ASSIGNEE"), or its designees,
the right, title, and interest in and to any and all of the following patents
(the "CERTAIN ASSETS"):

PATENT OR APPLICATION NO.          COUNTRY        FILING DATE         TITLE OF PATENT AND INVENTORS
---------------------------------- -------------- ------------------- ----------------------------------------

NZ1996000316616(Publication No.    NZ             08/09/1996          System and method for distributing
NZ0316616)                                                            multi-media presentations in a
                                                                      computer network
---------------------------------- -------------- ------------------- ----------------------------------------
JP1996000326797T (Publication      JP             08/09/1996          System and method for distributing
No. JP11512893)                                                       multi-media presentations in a
                                                                      computer network
---------------------------------- -------------- ------------------- ----------------------------------------
CA1996002230259 (Publication No.   CA             08/09/1996          System and method for distributing
CA2230259)                                                            multi-media presentations in a
                                                                      computer network
---------------------------------- -------------- ------------------- ----------------------------------------
AU1996000068887 (Publication No.   AU             08/09/1996          System and method for distributing
AU6888796)                                                            multi-media presentations in a
                                                                      computer network
---------------------------------- -------------- ------------------- ----------------------------------------
AU1996000068887 (Publication No.   AU             08/09/1996          System and method for distributing
AU0712229)                                                            multi-media presentations in a
                                                                      computer network
---------------------------------- -------------- ------------------- ----------------------------------------
EP1996000929507 (Publication No.   EP             08/09/1996          System and method for distributing
EP0850451)                                                            multi-media presentations in a
                                                                      computer network
---------------------------------- -------------- ------------------- ----------------------------------------
WO1996IL0000104 (Publication No.   WO             08/09/1996          System and method for distributing
WO9712447)                                                            multi-media presentations in a
                                                                      computer network
---------------------------------- -------------- ------------------- ----------------------------------------


                                     - 19 -

PATENT OR APPLICATION NO.          COUNTRY        FILING DATE         TITLE OF PATENT AND INVENTORS
---------------------------------- -------------- ------------------- ----------------------------------------
09/982,564 (Publication No.        US             16/10/2001          Apparatus and Method for  Multi-Station
US20020044534)                                                        Conferencing
---------------------------------- -------------- ------------------- ----------------------------------------
WO 1998/04989 (Publication No.     PCT            30/07/1997          Apparatus and Method for  Multi-Station
PCT/IL97/00259)                                                       Conferencing
---------------------------------- -------------- ------------------- ----------------------------------------
WO1997IL0000259 (Publication No.   WO             30/07/1997          Apparatus and Method for  Multi-Station
WO9804989A1)                                                          Conferencing
---------------------------------- -------------- ------------------- ----------------------------------------
IL1997000128306 (Publication No.   IL             30/07/1997          Apparatus and Method for  Multi-Station
IL0128306A0)                                                          Conferencing
---------------------------------- -------------- ------------------- ----------------------------------------
EP1997000932976 (Publication No.   EP             30/07/1997          Apparatus and Method for  Multi-Station
EP0995164A4)                                                          Conferencing
---------------------------------- -------------- ------------------- ----------------------------------------
AU1997000036329 (Publication No.   AU             30/07/1997          Apparatus and Method for  Multi-Station
AU3632997A1)                                                          Conferencing
---------------------------------- -------------- ------------------- ----------------------------------------
IL2000000001360 (Publication No.   IL             5/5/2000            Multiple Frequency Signal Detector
IL0136000)
---------------------------------- -------------- ------------------- ----------------------------------------

Assignor assigns to Assignee all rights to the inventions, invention
disclosures, and discoveries in the assets listed above, together, with the
rights, if any, to revive prosecution of claims under such assets and to sue or
otherwise enforce any claims under such assets for past, present or future
infringement.

Assignor hereby authorizes the respective patent office or governmental agency
in each jurisdiction to make available to Assignee all records regarding the
Certain Assets.

The terms and conditions of this Assignment of Rights in Certain Assets will
inure to the benefit of Assignee, its successors, assigns, and other legal
representatives and will be binding upon Assignor, its successors, assigns, and
other legal representatives.

DATED this __ day of ________ 2008.

ASSIGNOR:

VOCALTEC COMMUNICATIONS LTD.

By:_________________________

Name:_______________________

Title:______________________


                                     - 20 -

                                                                       EXHIBIT D

                          LIST OF INITIAL DELIVERABLES

Seller will cause the following to be delivered to Purchaser, or Purchaser's
representative, within the time provided in paragraph 3.1 of the attached Patent
Purchase Agreement:

1.   U.S. PATENTS. For each item of the Patents that is an issued United States
     patent, and for each Abandoned Asset that forms the basis for priority for
     such issued U.S. patent (whether a patent or similar protection has been
     issued or granted),

     1.1. the following

          1.1.1. an original ribbon copy issued by the United States Patent and
               Trademark Office,

          1.1.2. the original Assignment Agreement(s), if available, or
               otherwise a certified copy thereof,

          1.1.3. original conception and reduction to practice materials, if
               available, or otherwise a copy thereof if available, and

     1.2. a copy of

          1.2.1. the Docket, and

          1.2.2. each relevant license and security agreement.

2.   NON-U.S. For each Live Asset for which a non-United States patent or
     similar protection has been issued or granted,

     2.1. the original ribbon copy or certificate issued by the applicable
          government, if available

     2.2. copy of each pending foreign application

     2.3. the Docket,

     2.4. the original Assignment Agreement(s), if available, or otherwise a
          certified copy thereof, if available,

     2.5. a copy of applicant name change, if necessary, and (vi) a copy of each
          relevant license and security agreement.

3.   PATENT APPLICATIONS. For each item of the Patents that is a patent
     application,

     3.1. a copy of the patent application, as filed,

     3.2. if unpublished, a copy of the filing receipt and the non-publication
          request, if available,

     3.3. the original Assignment Agreement(s), if available, or otherwise a
          certified copy thereof, if available,

     3.4. the Docket,

     3.5. all available conception and reduction to practice materials,

     3.6. evidence of foreign filing license (or denial thereof),

     3.7. a copy of each relevant license and security agreement, and

     3.8. the Prosecution History Files.


                                     - 21 -

4.   In connection with the process relating to the sale of the Patents, the
     Seller has prepared an analysis showing certain potential infringements of
     the Patents. Seller will deliver such analysis to Purchaser upon the
     Closing.

5.   THOROUGH SEARCH/DECLARATION. If originals of the Initial Deliverables are
     not available and delivered to Purchaser prior to Closing, Seller will
     cause (i) such originals of the Initial Deliverables to be sent to
     Purchaser or Purchaser's representative promptly if and after such
     originals are located and (ii) an appropriate executive officer of Seller
     to deliver to Purchaser a declaration, executed by such officer under
     penalty of perjury, detailing Seller's efforts to locate such unavailable
     original documents and details regarding how delivered copies were
     obtained. Capitalized terms used in this EXHIBIT D are defined in the
     Patent Purchase Agreement to which this EXHIBIT D is attached.



                                     - 22 -

                                                                       EXHIBIT E

                           SMALL ENTITY FEE EXCEPTIONS

None. Rest of Exhibit left intentionally blank.



                                     - 23 -

                                                                       EXHIBIT F

                                EXCLUDED PATENTS

Excluded Patents shall include the patents and patent applications listed below,
and shall further include all (a) patents or patent applications (i) to which
any of the Excluded Patents directly or indirectly claims priority, (ii) for
which any of the Excluded Patents directly or indirectly forms a basis for
priority, (b) reissues, reexaminations, extensions, continuations, continuations
in part, continuing prosecution applications, requests for continuing
examinations, divisions, and registrations of any item in any of the foregoing
categories; (c) foreign patents, patent applications and counterparts relating
to any item in any of the foregoing categories, including, without limitation,
certificates of invention, utility models, industrial design protection, design
patent protection, and other governmental grants or issuances; and (d) any items
in any of the foregoing categories (a) through (c) whether or not expressly
listed as Excluded Patents and whether or not claims in any of the foregoing
have been rejected, withdrawn, cancelled, or the like.

PATENT OR APPLICATION NO.    COUNTRY      FILING DATE            TITLE OF PATENT AND INVENTORS
------------------------- --------------- ---------------------- ---------------------------------------------

1159719                   EP              14/03/2000             Jitter Buffer and methods for control of same
------------------------- --------------- ---------------------- ---------------------------------------------
DE60021708C0              DE              14/03/2000             Jitter Buffer and methods for control of same
------------------------- --------------- ---------------------- ---------------------------------------------
1,159,719 (909608.2)      FR              14/03/2000             Jitter Buffer and methods for control of same
------------------------- --------------- ---------------------- ---------------------------------------------
1,159,719 (909608.2)      LX              14/03/2000             Jitter Buffer and methods for control of same
------------------------- --------------- ---------------------- ---------------------------------------------
1,159,719 (909608.2)      UK              14/03/2000             Jitter Buffer and methods for control of same
------------------------- --------------- ---------------------- ---------------------------------------------
AT0301354E                AT              14/03/2000             Jitter Buffer and methods for control of same
------------------------- --------------- ---------------------- ---------------------------------------------
6,725,191 (09/909,052)    US              19/07/2001             Method and apparatus for transmitting voice
                                                                 over internet
------------------------- --------------- ---------------------- ---------------------------------------------
121244                    Israel          06/07/1997             A chat room in a computer network
------------------------- --------------- ---------------------- ---------------------------------------------


                                     - 24 -

                                                                       EXHIBIT G

                                   EXCLUSIONS

PATENT OR APPLICATION NO.       COUNTRY         FILING DATE      TITLE OF PATENT AND INVENTORS
------------------------------- --------------- ---------------- ---------------------------------------------
NZ1996000316616 (Publication    NZ              08/09/1996       System and method for distributing
No. NZ0316616)                                                   multi-media presentations in a computer
                                                                 network
------------------------------- --------------- ---------------- ---------------------------------------------
JP1996000326797T (Publication   JP              08/09/1996       System and method for distributing
No. JP11512893)                                                  multi-media presentations in a computer
                                                                 network
------------------------------- --------------- ---------------- ---------------------------------------------
CA1996002230259 (Publication    CA              08/09/1996       System and method for distributing
No. CA2230259)                                                   multi-media presentations in a computer
                                                                 network
------------------------------- --------------- ---------------- ---------------------------------------------
AU1996000068887 (Publication    AU              08/09/1996       System and method for distributing
No. AU6888796)                                                   multi-media presentations in a computer
                                                                 network
------------------------------- --------------- ---------------- ---------------------------------------------
AU1996000068887 (Publication    AU              08/09/1996       System and method for distributing
No. AU0712229)                                                   multi-media presentations in a computer
                                                                 network
------------------------------- --------------- ---------------- ---------------------------------------------
EP1996000929507 (Publication    EP              08/09/1996       System and method for distributing
No. EP0850451)                                                   multi-media presentations in a computer
                                                                 network
------------------------------- --------------- ---------------- ---------------------------------------------
WO1996IL0000104 (Publication    WO              08/09/1996       System and method for distributing
No. WO9712447)                                                   multi-media presentations in a computer
                                                                 network
------------------------------- --------------- ---------------- ---------------------------------------------
09/982,564 (Publication No.     US              16/10/2001       Apparatus and Method for Multi-Station
US20020044534)                                                   Conferencing
------------------------------- --------------- ---------------- ---------------------------------------------
WO 1998/04989 (Publication      PCT             30/07/1997       Apparatus and Method for Multi-Station
No. PCT/IL97/00259)                                              Conferencing
------------------------------- --------------- ---------------- ---------------------------------------------
WO1997IL0000259 (Publication    WO              30/07/1997       Apparatus and Method for Multi-Station
No. WO9804989A1)                                                 Conferencing
------------------------------- --------------- ---------------- ---------------------------------------------
IL1997000128306 (Publication    IL              30/07/1997       Apparatus and Method for Multi-Station
No.                                                              Conferencing
------------------------------- --------------- ---------------- ---------------------------------------------
IL0128306A0) EP1997000932976    EP 30/07/1997   30/07/1997       Apparatus and Method for Multi-Station
(Publication No. EP0995164A4)                                    Conferencing
------------------------------- --------------- ---------------- ---------------------------------------------


                                     - 25 -

                                                                       EXHIBIT H

                            COMMON INTEREST AGREEMENT

THIS COMMON INTEREST AGREEMENT ("AGREEMENT") is entered into between the
undersigned legal counsel ("COUNSEL"), for themselves and on behalf of the
parties they represent (as indicated below).

1.   BACKGROUND.

     1.1 Masinolli Fund Limited Liability Company, a Delaware limited liability
company ("PURCHASER") and VocalTec Communications Ltd., an Israeli company
("SELLER") (Purchaser and Seller are sometimes hereafter referred to herein as a
"PARTY" or the "PARTIES"), have entered into an agreement under which Purchaser
will acquire all substantial rights of Seller in certain patent applications
filed or to be filed throughout the world (the "PATENT MATTERS").

     1.2 The parties have a common interest in the Patent Matters and have
agreed to treat their communications and those of their Counsel relating to the
Patent Matters as protected by the common interest privilege. Furtherance of the
Patent Matters requires the exchange of proprietary documents and information,
the joint development of legal strategies and the exchange of attorney work
product developed by the parties and their respective Counsel.

2.   COMMON INTEREST.

     2.1 The parties have a common, joint and mutual legal interest in
cooperating with each other, to the extent permitted by law, to share
information protected by the attorney-client privilege and by the work product
doctrine with respect to the Patent Matters. Any counsel or consultant retained
by a party or their Counsel to assist in the Patent Matters shall be bound by,
and entitled to the benefits of, this Agreement.

     2.2 In order to further their common interest, the parties and their
Counsel shall exchange privileged and work product information, orally and in
writing, including, without limitation, factual analyses, mental impressions,
legal memoranda, source materials, draft legal documents, prosecution history
files and other information (hereinafter "COMMON INTEREST MATERIALS"). The sole
purpose for the exchange of the Common Interest Materials is to support the
parties' common interest with respect to the prosecution and enforcement of the
Patent Matters. Any Common Interest Materials exchanged shall continue to be
protected under all applicable privileges and no such exchange shall constitute
a waiver of any applicable privilege or protection.

3.   NONDISCLOSURE.

     3.1 The parties and their Counsel shall use the Common Interest Materials
solely in connection with the Patent Matters and shall take appropriate steps to
protect the privileged and confidential nature of the Common Interest Materials.
Neither client nor their respective Counsel shall produce privileged documents
or information unless or until directed to do so by a final order of a court of
competent jurisdiction, or upon the prior written consent of the other party. No
privilege or objection shall be waived by a party hereunder without the prior
written consent of the other party. The obligations under this paragraph will
not apply either to Purchaser after closing of the acquisition of the Patent
Matters or to Seller with respect to any dispute with Purchaser related to such
potential acquisition.

     3.2 Except as herein provided, in the event that either party or their
Counsel is requested or required in the context of a litigation, governmental,
judicial or regulatory investigation or other similar proceedings (by oral
questions, interrogatories, requests for information or documents, subpoenas,
civil investigative demands or similar process) to disclose any Common Interest
Materials, the party or their Counsel shall immediately inform the other party
and their Counsel and shall assert all applicable privileges, including, without
limitation, the common interest doctrine, the joint prosecution privilege.



                                     - 26 -

4.   RELATIONSHIP; ADDITIONS; TERMINATION.

     4.1 This Agreement does not create any agency or similar relationship among
the parties. Through the Closing (as defined in the Patent Purchase Agreement
executed by Purchaser and Seller), neither party nor their respective Counsel
has the authority to waive any applicable privilege or doctrine on behalf of any
other party.

     4.2 Nothing in this Agreement affects the separate and independent
representation of each party by its respective Counsel or creates an attorney
client relationship between the Counsel for a party and the other party to this
Agreement.

     4.3 This Agreement shall continue until terminated upon the written request
of either party. Upon termination, each party and their respective Counsel shall
return any Common Interest Materials furnished by the other party.
Notwithstanding termination, this Agreement shall continue to protect all Common
Interest Materials disclosed prior to termination. Sections 3 and 5 shall
survive termination of this Agreement.

5.   GENERAL TERMS.

     5.1 This Agreement is governed by the laws of the State of Delaware,
without regard to its choice of law principles to the contrary. In the event any
provision of this Agreement is held by any court of competent jurisdiction to be
illegal, void or unenforceable, the remaining terms shall remain in effect.
Failure of either party to enforce any provision of this Agreement shall not be
deemed a waiver of future enforcement of that or any other provision.

     5.2 The parties agree that a breach of this Agreement would result in
irreparable injury, that money damages would not be a sufficient remedy and that
the disclosing party shall be entitled to equitable relief, including injunctive
relief, as a non-exclusive remedy for any such breach.

     5.3 Notices given under this Agreement shall be given in writing and
delivered by messenger or overnight delivery service to a party and their
respective Counsel at their last known address, and shall be deemed to have been
given on the day received.

     5.4 This Agreement is effective and binding upon each party as of the date
it is signed by or on behalf of a party and may be amended only by a writing
signed by or on behalf of each party. This Agreement may be executed in
counterparts. Any signature reproduced or transmitted via email of a .pdf file,
photocopy, facsimile or other process of complete and accurate reproduction and
transmission shall be considered an original for purposes of this Agreement.


                                     - 27 -

This Agreement is being executed by each of the undersigned Counsel with the
fully informed authority and consent of the respective party it represents.

VocalTec Communications Ltd.       Counsel for Masinolli Fund Limited
                                   Liability Company

By: _______________________        By: _______________________

Date: _____________________        Date: _____________________


                                     - 28 -