Common use of Securities Regulation Clause in Contracts

Securities Regulation. Shares will not be issued with respect to this option unless the exercise of such option and the issuance and delivery of such shares pursuant thereto complies with all relevant provisions of law, including, without limitation, any applicable state securities laws, the Securities Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated thereunder, and the requirements of any stock exchange upon which the shares may then be listed. As a condition to the exercise of this option, the Company may require you to represent and warrant at the time of any such exercise that the shares are being purchased only for investment and without any present intention to sell or distribute such shares if, in the opinion of counsel for the Company, such a representation is required by any relevant provision of the aforementioned laws. At the option of the Company, a stop-transfer order against any shares of stock may be placed on the official stock books and records of the Company, and a legend indicating that the stock may not be pledged, sold or otherwise transferred, unless an opinion of counsel is provided (concurred in by counsel for the Company) stating that such transfer is not in violation of any applicable law or regulation, may be stamped on stock certificates in order to assure exemption from registration. The Company may also require such other action or agreement by you as may from time to time be necessary to comply with the federal and state securities laws. THIS PROVISION SHALL NOT OBLIGATE THE COMPANY TO UNDERTAKE REGISTRATION OF THIS OPTION OR THE SHARES ISSUABLE HEREUNDER, but if the Company has filed or is filing a Registration Statement on Form S-8 or any successor form for the registration of securities issued under stock option or other employee benefit plans, the Company hereby undertakes to include the shares issuable hereunder in any such registration. Should any of the Company's capital stock of the same class as the stock subject to this option be listed on a national securities exchange, all shares issued hereunder if not previously listed on such exchange will be authorized by that exchange for listing thereon prior to the issuance thereof. Please execute the Acceptance and Acknowledgment set forth below on the enclosed copy of this Agreement and return it to the undersigned. Very truly yours, APPLIED VOICE TECHNOLOGY, INC. By _____________________________ Its ___________________________ ACCEPTANCE AND ACKNOWLEDGMENT I, a resident of the State of Oregon, accept the nonqualified stock option described herein. I have read and understand the Agreement. Dated: _______________ __________________________ _____________________________ Taxpayer I.D. Number Xxxxx Xxxxxxx Address _____________________ _____________________________ _____________________________ By her signature below, the spouse of the Optionee, if such Optionee is legally married as of the date of his execution of this Agreement, acknowledges that she has read this Agreement and is familiar with the terms and provisions thereof, and agrees to be bound by all the terms and conditions of this Agreement. Dated: _________________ __________________________________ Spouse's Signature __________________________________ Printed Name By his signature below, the Optionee represents that he is not legally married as of the date of execution of this Agreement. Dated: _________________ __________________________________ Optionee's Signature NOTICE OF EXERCISE OF NONQUALIFIED STOCK OPTION To: Applied Voice Technology, Inc. I, a resident of the State of Oregon, hereby exercise my nonqualified stock option granted by Applied Voice Technology, Inc. (the "Company") on _____________, 19___, and notify the Company of my desire to purchase ________ shares of Common Stock of the Company (the "Securities") at the exercise price of $__________ per share which were offered to me pursuant to said option. I hereby represent and warrant that (1) I have been furnished with all information which I deem necessary to evaluate the merits and risks of the purchase of the Securities; (2) I have had the opportunity to ask questions and receive answers concerning the information received about the Securities and the Company; and (3) I have been given the opportunity to obtain any additional information I deem necessary to verify the accuracy of any information obtained concerning the Securities and the Company. Dated: _________________ _________________________ ________________________________ Taxpayer I.D. Number Xxxxx Xxxxxxx Address ________________________ ________________________________ ________________________________ RECEIPT _________________________ hereby acknowledges receipt from Xxxxx Xxxxxxx in payment for ______________ shares of Common Stock of Applied Voice Technology, Inc., a Washington corporation, of $_____________ in the form of [_] Cash [_] Check (personal, cashier's or bank certified) [_] __________ shares of the Company's Common Stock, fair market value $_______ per share held by the Optionee for a period of at least six months [_] Copy of irrevocable instructions to Broker

Securities Regulation. Shares will not be issued with respect to this option unless the exercise of such option and the issuance and delivery of such shares pursuant thereto complies with all relevant provisions of law, including, without limitation, any applicable state securities laws, the Securities Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated thereunder, and the requirements of any stock exchange upon which the shares may then be listed. The Company agrees to register under the Securities Act of 1933 the sale of the Shares to you upon exercise of the option at your request. As a condition to the exercise of this option, the Company may require you to represent and warrant at the time of any such exercise that the shares are being purchased only for investment and without any present intention to sell or distribute such shares if, in the opinion of counsel for the Company, such a representation is required by any relevant provision of the aforementioned laws. At the option of the Company, a stop-transfer order against any shares of stock may be placed on the official stock books and records of the Company, and a legend indicating that the stock may not be pledged, sold or otherwise transferred, unless an opinion of counsel is provided (concurred in by counsel for the Company) stating that such transfer is not in violation of any applicable law or regulation, may be stamped on stock certificates in order to assure exemption from registration. The Company may also require such other action or agreement by you as may from time to time be necessary to comply with the federal and state securities laws. THIS PROVISION SHALL NOT OBLIGATE THE COMPANY TO UNDERTAKE REGISTRATION OF THIS OPTION OR THE SHARES ISSUABLE HEREUNDER, but if the Company has filed or is filing a Registration Statement on Form S-8 or any successor form for the registration of securities issued under stock option or other employee benefit plans, the Company hereby undertakes to include the shares issuable hereunder in any such registration. Should any of the Company's capital stock of the same class as the stock subject to this option be listed on a national securities exchange, all shares issued hereunder if not previously listed on such exchange will be authorized by that exchange for listing thereon prior to the issuance thereof. Please execute the Acceptance and Acknowledgment set forth below on the enclosed copy of this Agreement and return it to the undersigned. Very truly yours, APPLIED VOICE TECHNOLOGYPLANAR SYSTEMS, INC. By _____________________________ Its ___________________________ ACCEPTANCE By: /s/ Xxxxxxx X. Xxxxxx ------------------------------- AGREED AND ACKNOWLEDGMENT IACCEPTED: /s/ Balakrishnan Krishnamurthy ------------------------------ Balakrishnan Krishnamurthy Date: September 27, a resident of the State of Oregon, accept the nonqualified stock option described herein. I have read and understand the Agreement. Dated: _______________ __________________________ _____________________________ Taxpayer I.D. Number Xxxxx Xxxxxxx Address _____________________ _____________________________ _____________________________ By her signature below, the spouse of the Optionee, if such Optionee is legally married as of the date of his execution of this Agreement, acknowledges that she has read this Agreement and is familiar with the terms and provisions thereof, and agrees to be bound by all the terms and conditions of this Agreement. Dated: _________________ __________________________________ Spouse's Signature __________________________________ Printed Name By his signature below, the Optionee represents that he is not legally married as of the date of execution of this Agreement. Dated: _________________ __________________________________ Optionee's Signature 1999 NOTICE OF EXERCISE OF NONQUALIFIED STOCK OPTION To: Applied Voice TechnologyPlanar Systems, Inc. I, Balakrishnan Krishnamurthy, a resident of the State of Oregon, hereby exercise my nonqualified stock option granted by Applied Voice TechnologyPlanar Systems, Inc. (the "Company") on _____________September 27, 19___, 1999 and notify the Company of my desire to purchase ________ shares of Common Stock of the Company (the "Securities") at the exercise price of $__________ 6.5625 per share which were offered to me pursuant to said option. I hereby represent and warrant that (1) I have been furnished with all information which I deem necessary to evaluate the merits and risks of the purchase of the Securities; (2) I have had the opportunity to ask questions and receive answers concerning the information received about the Securities and the Company; and (3) I have been given the opportunity to obtain any additional information I deem necessary to verify the accuracy of any information obtained concerning the Securities and the Company. Dated: _________________ _:________________________ ________________________________ Balakrishnan Krishnamurthy Taxpayer I.D. Number Xxxxx Xxxxxxx Address _______________Number:_________ ________________________________ ________________________________ Address 5 - NONQUALIFIED STOCK OPTION AGREEMENT RECEIPT _________________________ hereby acknowledges receipt from Xxxxx Xxxxxxx Balakrishnan Krishnamurthy in payment for ______________ shares of Common Stock of Applied Voice TechnologyPlanar Systems, Inc., a Washington an Oregon corporation, of $_____________ in the form of [_] Cash [_] Check (personal, cashier's or bank certified) [_] ___________ shares of the Company's Common Stock, fair market value $_______ per share held by the Optionee for a period of at least six months [_] Copy of irrevocable instructions to BrokerBroker Date:___________________ PLANAR SYSTEMS, INC. By:_______________________

Securities Regulation. Shares will not be issued with respect pursuant to this option unless the exercise of such option and the issuance and delivery of such shares pursuant thereto complies with all relevant provisions of law, including, without limitation, any applicable state securities laws, the Securities Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated thereunder, and the requirements of any stock exchange upon which the shares may then be listed. As a condition to the exercise of this option, the Company may require you to represent and warrant at the time of any such exercise that the shares are being purchased only for investment and without any present intention to sell or distribute such shares if, in the opinion of counsel for the Company, such a representation is required by any relevant provision of the aforementioned laws. At the option of the Company, a stop-transfer order against any shares of stock may be placed on the official stock books and records of the Company, and a legend indicating that the stock may not be pledged, sold or otherwise transferred, unless an opinion of counsel is provided (concurred in by counsel for the Company) stating that such transfer is not in violation of any applicable law or regulation, may be stamped on stock certificates in order to assure exemption from registration. The Company may also require such other action or agreement by you as may from time to time be necessary to comply with the federal and state securities laws. THIS PROVISION SHALL NOT OBLIGATE THE COMPANY TO UNDERTAKE REGISTRATION OF THIS OPTION OR THE SHARES ISSUABLE HEREUNDER, but if the Company has filed or is filing a Registration Statement on Form S-8 or any successor form for the registration of securities issued under stock option or other employee benefit plans, the Company hereby undertakes to include the shares issuable hereunder in any such registration. Should any of the Company's capital stock of the same class as the stock subject to this option be listed on a national securities exchange, all shares issued hereunder if not previously listed on such exchange will be authorized by that exchange for listing thereon prior to the issuance thereof. Please execute the Acceptance and Acknowledgment set forth below on the enclosed copy of this Agreement and return it to the undersigned. Very truly yours, APPLIED VOICE TECHNOLOGYAMAZXX.XXX, INCXXC. By _____________________________ Its ___________________________ ACCEPTANCE AND ACKNOWLEDGMENT I, a resident of the State of Oregon, accept the nonqualified stock option described herein. I have read and understand the Agreement. Dated: _______________ __________________________ _____________________________ Taxpayer I.D. Number Xxxxx Xxxxxxx Address _____________________ _____________________________ _____________________________ By her signature below, the spouse of the Optionee, if such Optionee is legally married as of the date of his execution of this Agreement, acknowledges that she has read this Agreement and is familiar with the terms and provisions thereof, and agrees to be bound by all the terms and conditions of this Agreement. Dated: _________________ __________________________________ Spouse's Signature __________________________________ Printed Name By his signature below, the Optionee represents that he is not legally married as of the date of execution of this Agreement. Dated: _________________ __________________________________ Optionee's Signature NOTICE OF EXERCISE OF NONQUALIFIED STOCK OPTION To: Applied Voice Technology, Inc. I, a resident of the State of Oregon, hereby exercise my nonqualified stock option granted by Applied Voice Technology, Inc. (the "Company") on _____________, 19___, and notify the Company of my desire to purchase ________ shares of Common Stock of the Company (the "Securities") at the exercise price of $__________ per share which were offered to me pursuant to said option. I hereby represent and warrant that (1) I have been furnished with all information which I deem necessary to evaluate the merits and risks of the purchase of the Securities; (2) I have had the opportunity to ask questions and receive answers concerning the information received about the Securities and the Company; and (3) I have been given the opportunity to obtain any additional information I deem necessary to verify the accuracy of any information obtained concerning the Securities and the Company. Dated: _________________ _________________________ ________________________________ Taxpayer I.D. Number Xxxxx Xxxxxxx Address ________________________ ________________________________ ________________________________ RECEIPT _________________________ hereby acknowledges receipt from Xxxxx Xxxxxxx in payment for ______________ shares of Common Stock of Applied Voice Technology, Inc., a Washington corporation, of $_____________ in the form of [_] Cash [_] Check (personal, cashier's or bank certified) [_] __________ shares of the Company's Common Stock, fair market value $_______ per share held by the Optionee for a period of at least six months [_] Copy of irrevocable instructions to Broker

Securities Regulation. Shares will not be issued with respect pursuant to this option unless the exercise of such option and the issuance and delivery of such shares pursuant thereto complies with all relevant provisions of law, including, without limitation, any applicable state securities laws, the Securities Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated thereunder, and the requirements of any stock exchange upon which the shares may then be listed. As a condition to the exercise of this option, the Company may require you to represent and warrant at the time of any such exercise that the shares are being purchased only for investment and without any present intention to sell or distribute such shares if, in the opinion of counsel for the Company, such a representation is required by any relevant provision of the aforementioned laws. At the option of the Company, a stop-transfer order against any shares of stock may be placed on the official stock books and records of the Company, and a legend indicating that the stock may not be pledged, sold or otherwise transferred, unless an opinion of counsel is provided (concurred in by counsel for the Company) stating that such transfer is not in violation of any applicable law or regulation, may be stamped on stock certificates in order to assure exemption from registration. The Company may also require such other action or agreement by you as may from time to time be necessary to comply with the federal and state securities laws. THIS PROVISION SHALL NOT OBLIGATE THE COMPANY TO UNDERTAKE REGISTRATION OF THIS OPTION OR THE SHARES ISSUABLE HEREUNDER, but if the Company has filed or is filing a Registration Statement on Form S-8 or any successor form for the registration of securities issued under stock option or other employee benefit plans, the Company hereby undertakes to include the shares issuable hereunder in any such registration. Should any of the Company's capital stock of the same class as the stock subject to this option be listed on a national securities exchange, all shares issued hereunder if not previously listed on such exchange will be authorized by that exchange for listing thereon prior to the issuance thereof. Please execute the Acceptance and Acknowledgment set forth below on the enclosed copy of this Agreement and return it to the undersigned. Very truly yours, APPLIED VOICE TECHNOLOGYAMAZXX.XXX, INCXXC. By _____________________________ Jeff X. Xxxxx ---------------------------- Its ___________________________ ACCEPTANCE AND ACKNOWLEDGMENT I, a resident of the State of Oregon, accept the nonqualified stock option described herein. I have read and understand the Agreement. Dated: _______________ __________________________ _____________________________ Taxpayer I.D. Number Xxxxx Xxxxxxx Address _____________________ _____________________________ _____________________________ By her signature below, the spouse of the Optionee, if such Optionee is legally married as of the date of his execution of this Agreement, acknowledges that she has read this Agreement and is familiar with the terms and provisions thereof, and agrees to be bound by all the terms and conditions of this Agreement. Dated: _________________ __________________________________ Spouse's Signature __________________________________ Printed Name By his signature below, the Optionee represents that he is not legally married as of the date of execution of this Agreement. Dated: _________________ __________________________________ Optionee's Signature NOTICE OF EXERCISE OF NONQUALIFIED STOCK OPTION To: Applied Voice Technology, Inc. I, a resident of the State of Oregon, hereby exercise my nonqualified stock option granted by Applied Voice Technology, Inc. (the "Company") on _____________, 19___, and notify the Company of my desire to purchase ________ shares of Common Stock of the Company (the "Securities") at the exercise price of $__________ per share which were offered to me pursuant to said option. I hereby represent and warrant that (1) I have been furnished with all information which I deem necessary to evaluate the merits and risks of the purchase of the Securities; (2) I have had the opportunity to ask questions and receive answers concerning the information received about the Securities and the Company; and (3) I have been given the opportunity to obtain any additional information I deem necessary to verify the accuracy of any information obtained concerning the Securities and the Company. Dated: _________________ _________________________ ________________________________ Taxpayer I.D. Number Xxxxx Xxxxxxx Address ________________________ ________________________________ ________________________________ RECEIPT _________________________ hereby acknowledges receipt from Xxxxx Xxxxxxx in payment for ______________ shares of Common Stock of Applied Voice Technology, Inc., a Washington corporation, of $_____________ in the form of [_] Cash [_] Check (personal, cashier's or bank certified) [_] __________ shares of the Company's Common Stock, fair market value $_______ per share held by the Optionee for a period of at least six months [_] Copy of irrevocable instructions to BrokerPresident ---------------------------

Securities Regulation. Shares will not be issued with respect to this option unless the exercise of such option and the issuance and delivery of such shares pursuant thereto complies with all relevant provisions of law, including, without limitation, any applicable state securities laws, the Securities Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated thereunder, and the requirements of any stock exchange upon which the shares may then be listed. As a condition to the exercise of this option, the Company may require you to represent and warrant at the time of any such exercise that the shares are being purchased only for investment and without any present intention to sell or distribute such shares if, in the opinion of counsel for the Company, such a representation is required by any relevant provision of the aforementioned laws. At the option of the Company, a stop-transfer order against any shares of stock may be placed on the official stock books and records of the Company, and a legend indicating that the stock may not be pledged, sold or otherwise transferred, unless an opinion of counsel is provided (concurred in by counsel for the Company) stating that such transfer is not in violation of any applicable law or regulation, may be stamped on stock certificates in order to assure exemption from registration. The Company may also require such other action or agreement by you as may from time to time be necessary to comply with the federal and state securities laws. THIS PROVISION SHALL NOT OBLIGATE THE COMPANY TO UNDERTAKE REGISTRATION OF THIS OPTION OR THE SHARES ISSUABLE HEREUNDER, but if the Company has filed or is filing a Registration Statement on Form S-8 or any successor form for the registration of securities issued under stock option or other employee benefit plans, the Company hereby undertakes to include the shares issuable hereunder in any such registration. Should any of the Company's capital stock of the same class as the stock subject to this option be listed on a national securities exchange, all shares issued hereunder if not previously listed on such exchange will be authorized by that exchange for listing thereon prior to the issuance thereof. Please execute the Acceptance and Acknowledgment set forth below on the enclosed copy of this Agreement and return it to the undersigned. Very truly yours, APPLIED VOICE TECHNOLOGY, INC. By _____________________________ Its ____________________________ ACCEPTANCE AND ACKNOWLEDGMENT I, a resident of the State of Oregon, accept the nonqualified stock option described herein. I have read and understand the Agreement. Dated: _______________ __________________________ _____________________________ Taxpayer I.D. Number Xxxxx Xxxxxxx Address _____________________ _____________________________ _____________________________ By her signature below, the spouse of the Optionee, if such Optionee is legally married as of the date of his execution of this Agreement, acknowledges that she has read this Agreement and is familiar with the terms and provisions thereof, and agrees to be bound by all the terms and conditions of this Agreement. Dated: _________________ __________________________________ Spouse's Signature __________________________________ Printed Name By his signature below, the Optionee represents that he is not legally married as of the date of execution of this Agreement. Dated: _________________ __________________________________ Optionee's Signature NOTICE OF EXERCISE OF NONQUALIFIED STOCK OPTION To: Applied Voice Technology, Inc. I, a resident of the State of Oregon, hereby exercise my nonqualified stock option granted by Applied Voice Technology, Inc. (the "Company") on _____________, 19___, and notify the Company of my desire to purchase ________ shares of Common Stock of the Company (the "Securities") at the exercise price of $__________ per share which were offered to me pursuant to said option. I hereby represent and warrant that (1) I have been furnished with all information which I deem necessary to evaluate the merits and risks of the purchase of the Securities; (2) I have had the opportunity to ask questions and receive answers concerning the information received about the Securities and the Company; and (3) I have been given the opportunity to obtain any additional information I deem necessary to verify the accuracy of any information obtained concerning the Securities and the Company. Dated: _________________ _________________________ ________________________________ Taxpayer I.D. Number Xxxxx Xxxxxxx Address ________________________ ________________________________ ________________________________ RECEIPT _________________________ hereby acknowledges receipt from Xxxxx Xxxxxxx in payment for ______________ shares of Common Stock of Applied Voice Technology, Inc., a Washington corporation, of $_____________ in the form of [_] Cash [_] Check (personal, cashier's or bank certified) [_] __________ shares of the Company's Common Stock, fair market value $_______ per share held by the Optionee for a period of at least six months [_] Copy of irrevocable instructions to Broker

Securities Regulation. Shares will shall not be issued with respect to this option Option unless the exercise of such option Option and the issuance and delivery of such shares pursuant thereto complies shall comply with all relevant provisions of law, including, without limitation, any applicable state securities laws, the Securities Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated thereunder, and the requirements of any stock exchange or inter-dealer quotation system upon which the shares may then be listed, and shall be further subject to the approval of counsel for the Company with respect to such compliance, including the availability of an exemption from registration for the issuance and sale of any shares hereunder. Inability of the Company to obtain from any regulatory body having jurisdiction the authority deemed by the Company's counsel to be necessary for the lawful issuance and sale of any shares hereunder or the unavailability of an exemption from registration for the issuance and sale of any shares hereunder shall relieve the Company of any liability in respect of the nonissuance or sale of such shares as to which such requisite authority shall not have been obtained. As a condition to the exercise of this optionthe Option, the Company may require you the Optionee to represent and warrant at the time of any such exercise that the shares are being purchased only for investment and without any present intention to sell or distribute such shares if, in the opinion of counsel for the Company, such a representation is required by any relevant provision of the aforementioned laws. At the option of the Company, a stop-transfer order against any shares of stock may be placed on the official stock books and records of the Company, and a legend indicating that the stock may not be pledged, sold or otherwise transferred, transferred unless an opinion of counsel is provided (concurred in by counsel for the Company) stating that such transfer is not in violation of any applicable law or regulation, may be stamped on stock certificates in order to assure exemption from registration. The Company may also require such other action or agreement by you the Optionee as it may from time to time deem to be necessary to comply with the federal and state securities lawsor advisable. THE COMPANY SHALL NOT BE OBLIGATED, BY REASON OF THIS PROVISION SHALL NOT OBLIGATE THE COMPANY OR OTHERWISE, TO UNDERTAKE REGISTRATION OF THIS OPTION THE OPTIONS OR THE SHARES ISSUABLE STOCK HEREUNDER, but if the Company has filed or is filing a Registration Statement on Form S-8 or any successor form for the registration of securities issued under stock option or other employee benefit plans, the Company hereby undertakes to include the shares issuable hereunder in any such registration. Should any of the Company's capital stock of the same class as the stock subject to this option the Option granted hereunder be listed on a national securities exchange, all shares stock issued hereunder if not previously listed on such exchange will or inter-dealer quotation system shall be authorized by that exchange or system for listing thereon prior to the issuance thereof. Please execute the Acceptance and Acknowledgment set forth below on the enclosed copy of this Agreement and return it to the undersigned. Very truly yours, APPLIED VOICE TECHNOLOGY, INC. By _____________________________ Its ___________________________ ACCEPTANCE AND ACKNOWLEDGMENT I, a resident of the State of Oregon, accept the nonqualified stock option described herein. I have read and understand the Agreement. Dated: _______________ __________________________ _____________________________ Taxpayer I.D. Number Xxxxx Xxxxxxx Address _____________________ _____________________________ _____________________________ By her signature below, the spouse of the Optionee, if such Optionee is legally married as of the date of his execution of this Agreement, acknowledges that she has read this Agreement and is familiar with the terms and provisions thereof, and agrees to be bound by all the terms and conditions of this Agreement. Dated: _________________ __________________________________ Spouse's Signature __________________________________ Printed Name By his signature below, the Optionee represents that he is not legally married as of the date of execution of this Agreement. Dated: _________________ __________________________________ Optionee's Signature NOTICE OF EXERCISE OF NONQUALIFIED STOCK OPTION To: Applied Voice Technology, Inc. I, a resident of the State of Oregon, hereby exercise my nonqualified stock option granted by Applied Voice Technology, Inc. (the "Company") on _____________, 19___, and notify the Company of my desire to purchase ________ shares of Common Stock of the Company (the "Securities") at the exercise price of $__________ per share which were offered to me pursuant to said option. I hereby represent and warrant that (1) I have been furnished with all information which I deem necessary to evaluate the merits and risks of the purchase of the Securities; (2) I have had the opportunity to ask questions and receive answers concerning the information received about the Securities and the Company; and (3) I have been given the opportunity to obtain any additional information I deem necessary to verify the accuracy of any information obtained concerning the Securities and the Company. Dated: _________________ _________________________ ________________________________ Taxpayer I.D. Number Xxxxx Xxxxxxx Address ________________________ ________________________________ ________________________________ RECEIPT _________________________ hereby acknowledges receipt from Xxxxx Xxxxxxx in payment for ______________ shares of Common Stock of Applied Voice Technology, Inc., a Washington corporation, of $_____________ in the form of [_] Cash [_] Check (personal, cashier's or bank certified) [_] __________ shares of the Company's Common Stock, fair market value $_______ per share held by the Optionee for a period of at least six months [_] Copy of irrevocable instructions to Broker.

Securities Regulation. Shares will not be issued with respect to this option unless the exercise of such option and the issuance and delivery of such shares pursuant thereto complies with all relevant provisions of law, including, without limitation, any applicable state securities laws, the Securities Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated thereunder, and the requirements of any stock exchange upon which the shares may then be listed. As a condition to the exercise of this option, the Company may require you to represent and warrant at the time of any such exercise that the shares are being purchased only for investment and without any present intention to sell or distribute such shares if, in the opinion of counsel for the Company, such a representation is required by any relevant provision of the aforementioned laws. At the option of the Company, a stop-transfer order against any shares of stock may be placed on the official stock books and records of the Company, and a legend indicating that the stock may not be pledged, sold or otherwise transferred, unless an opinion of counsel is provided (concurred in by counsel for the Company) stating that such transfer is not in violation of any applicable law or regulation, may be stamped on stock certificates in order to assure exemption from registration. The Company may also require such other action or agreement by you as may from time to time be necessary to comply with the federal and state securities laws. THIS PROVISION SHALL NOT OBLIGATE THE COMPANY TO UNDERTAKE REGISTRATION OF THIS OPTION OR THE SHARES ISSUABLE HEREUNDER, but if the Company has filed or is filing a Registration Statement on Form S-8 or any successor form for the registration of securities issued under stock option or other employee benefit plans, the Company hereby undertakes to include the shares issuable hereunder in any such registration. Should any of the Company's capital stock of the same class as the stock subject to this option be listed on a national securities exchange, all shares issued hereunder if not previously listed on such exchange will be authorized by that exchange for listing thereon prior to the issuance thereof. Please execute the Acceptance and Acknowledgment set forth below on the enclosed copy of this Agreement and return it to the undersigned. Very truly yours, APPLIED VOICE TECHNOLOGY, INC. By By________________________________ Its ____________________________ ACCEPTANCE AND ACKNOWLEDGMENT I, a resident of the State of OregonArizona, accept the nonqualified stock option described herein. I have read and understand the Agreement. Dated: _______________ _______________________________ _____________________________ Taxpayer I.D. Number Xxxxx Xxxxxxx Address Xxxxxx X. Xxxxxxxxxx Address______________________ _____________________________ _____________________________ By her signature below, the spouse of the Optionee, if such Optionee is legally married as of the date of his execution of this Agreement, acknowledges that she has read this Agreement and is familiar with the terms and provisions thereof, and agrees to be bound by all the terms and conditions of this Agreement. Dated: _________________ __________________________________ Spouse's Signature __________________________________ Printed Name By his signature below, the Optionee represents that he is not legally married as of the date of execution of this Agreement. Dated: _________________ __________________________________ Optionee's Signature NOTICE OF EXERCISE OF NONQUALIFIED STOCK OPTION To: Applied Voice Technology, Inc. I, a resident of the State of OregonArizona, hereby exercise my nonqualified stock option granted by Applied Voice Technology, Inc. (the "Company") on _____________, 19___, and notify the Company of my desire to purchase ________ shares of Common Stock of the Company (the "Securities") at the exercise price of $__________ per share which were offered to me pursuant to said option. I hereby represent and warrant that (1) I have been furnished with all information which I deem necessary to evaluate the merits and risks of the purchase of the Securities; (2) I have had the opportunity to ask questions and receive answers concerning the information received about the Securities and the Company; and (3) I have been given the opportunity to obtain any additional information I deem necessary to verify the accuracy of any information obtained concerning the Securities and the Company. Dated: _________________ ________________________ __ ________________________________ Taxpayer I.D. Number Xxxxx Xxxxxxx Address Xxxxxx X. Xxxxxxxxxx Address__________________________ _________________________________ _________________________________ RECEIPT _________________________ hereby acknowledges receipt from Xxxxx Xxxxxxx Xxxxxx X. Xxxxxxxxxx in payment for ______________ shares of Common Stock of Applied Voice Technology, Inc., a Washington corporation, of $_____________ in the form of [_] Cash [_] Check (personal, cashier's or bank certified) [_] __________ shares of the Company's Common Stock, fair market value $_______ per share held by the Optionee for a period of at least six months [_] Copy of irrevocable instructions to Broker

Securities Regulation. Shares will not be issued with respect to this option unless the exercise of such option and the issuance and delivery of such shares pursuant thereto complies with all relevant provisions of law, including, without limitation, any applicable state securities laws, the Securities Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated thereunder, and the requirements of any stock exchange upon which the shares may then be listed. As a condition to the exercise of this option, the Company may require you to represent and warrant at the time of any such exercise that the shares are being purchased only for investment and without any present intention to sell or distribute such shares if, in the opinion of counsel for the Company, such a representation is required by any relevant provision of the aforementioned laws. At the option of the Company, a stop-transfer order against any shares of stock may be placed on the official stock books and records of the Company, and a legend indicating that the stock may not be pledged, sold or otherwise transferred, unless an opinion of counsel is provided (concurred in by counsel for the Company) stating that such transfer is not in violation of any applicable law or regulation, may be stamped on stock certificates in order to assure exemption from registration. The Company may also require such other action or agreement by you as may from time to time be necessary to comply with the federal and state securities laws. THIS PROVISION SHALL NOT OBLIGATE THE COMPANY TO UNDERTAKE REGISTRATION OF THIS OPTION OR THE SHARES ISSUABLE HEREUNDER, but if the Company has filed or is filing a Registration Statement on Form S-8 or any successor form for the registration of securities issued under stock option or other employee benefit plans, the Company hereby undertakes to include the shares issuable hereunder in any such registration. Should any of the Company's capital stock of the same class as the stock subject to this option be listed on a national securities exchange, all shares issued hereunder if not previously listed on such exchange will be authorized by that exchange for listing thereon prior to the issuance thereof. Please execute the Acceptance and Acknowledgment set forth below on the enclosed copy of this Agreement and return it to the undersigned. Very truly yours, APPLIED VOICE TECHNOLOGY, INC. By By________________________________ Its ____________________________ ACCEPTANCE AND ACKNOWLEDGMENT I, a resident of the State of OregonArizona, accept the nonqualified stock option described herein. I have read and understand the Agreement. Dated: _______________ __________________________ _____________________________ Taxpayer I.D. Number Xxxxx Xxxxxxx Address _____________________ _____________________________ _____________________________ By her signature below, the spouse of the Optionee, if such Optionee is legally married as of the date of his execution of this Agreement, acknowledges that she has read this Agreement and is familiar with the terms and provisions thereof, and agrees to be bound by all the terms and conditions of this Agreement. Dated: _________________ __________________________________ Spouse's Signature __________________________________ Printed Name By his signature below, the Optionee represents that he is not legally married as of the date of execution of this Agreement. Dated: _________________ __________________________________ Optionee's Signature NOTICE OF EXERCISE OF NONQUALIFIED STOCK OPTION To: Applied Voice Technology, Inc. I, a resident of the State of Oregon, hereby exercise my nonqualified stock option granted by Applied Voice Technology, Inc. (the "Company") on _____________, 19___, and notify the Company of my desire to purchase ________ shares of Common Stock of the Company (the "Securities") at the exercise price of $__________ per share which were offered to me pursuant to said option. I hereby represent and warrant that (1) I have been furnished with all information which I deem necessary to evaluate the merits and risks of the purchase of the Securities; (2) I have had the opportunity to ask questions and receive answers concerning the information received about the Securities and the Company; and (3) I have been given the opportunity to obtain any additional information I deem necessary to verify the accuracy of any information obtained concerning the Securities and the Company. Dated: _________________ _________________________ ________________________________ Taxpayer I.D. Number Xxxxx Xxxxxxx Address ________________________ ________________________________ ________________________________ RECEIPT _________________________ hereby acknowledges receipt from Xxxxx Xxxxxxx in payment for ______________ shares of Common Stock of Applied Voice Technology, Inc., a Washington corporation, of $_____________ in the form of [_] Cash [_] Check (personal, cashier's or bank certified) [_] __________ shares of the Company's Common Stock, fair market value $_______ per share held by the Optionee for a period of at least six months [_] Copy of irrevocable instructions to Broker

Securities Regulation. Shares will not be issued with respect to this option unless the exercise of such option and the issuance and delivery of such shares pursuant thereto complies with all relevant provisions of law, including, without limitation, any applicable state securities laws, the Securities Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated thereunder, and the requirements of any stock exchange upon which the shares may then be listed. As a condition to the exercise of this option, the Company may require you to represent and warrant at the time of any such exercise that the shares are being purchased only for investment and without any present intention to sell or distribute such shares if, in the opinion of counsel for the Company, such a representation is required by any relevant provision of the aforementioned laws. At the option of the Company, a stop-transfer order against any shares of stock may be placed on the official stock books and records of the Company, and a legend indicating that the stock may not be pledged, sold or otherwise transferred, unless an opinion of counsel is provided (concurred in by counsel for the Company) stating that such transfer is not in violation of any applicable law or regulation, may be stamped on stock certificates in order to assure exemption from registration. The Company may also require such other action or agreement by you as may from time to time be necessary to comply with the federal and state securities laws. THIS PROVISION SHALL NOT OBLIGATE THE COMPANY TO UNDERTAKE REGISTRATION OF THIS OPTION OR THE SHARES ISSUABLE HEREUNDER, but if the Company has filed or is filing a Registration Statement on Form S-8 or any successor form for the registration of securities issued under stock option or other employee benefit plans, the Company hereby undertakes to include the shares issuable hereunder in any such registration. Should any of the Company's capital stock of the same class as the stock subject to this option be listed on a national securities exchange, all shares issued hereunder if not previously listed on such exchange will be authorized by that exchange for listing thereon prior to the issuance thereof. Please execute the Acceptance and Acknowledgment set forth below on the enclosed copy of this Agreement and return it to the undersigned. Very truly yours, APPLIED VOICE TECHNOLOGYPLANAR SYSTEMS, INC. By _____________________________ Its ___________________________ ACCEPTANCE AND ACKNOWLEDGMENT IBy: Xxxx Xxxxxx, a resident of the State of Oregon, accept the nonqualified stock option described herein. I have read Vice President -------------------------------------------- Agreed and understand the Agreement. Dated: _______________ __________________________ _____________________________ Taxpayer I.D. Number Xxxxx Xxxxxxx Address _____________________ _____________________________ _____________________________ By her signature below, the spouse of the Optionee, if such Optionee is legally married as of the date of his execution of this Agreement, acknowledges that she has read this Agreement and is familiar with the terms and provisions thereof, and agrees to be bound by all the terms and conditions of this Agreement. Dated: _________________ __________________________________ Spouse's Signature __________________________________ Printed Name By his signature below, the Optionee represents that he is not legally married as of the date of execution of this Agreement. Dated: _________________ __________________________________ Optionee's Signature NOTICE OF EXERCISE OF NONQUALIFIED STOCK OPTION To: Applied Voice Technology, Inc. I, a resident of the State of Oregon, hereby exercise my nonqualified stock option granted by Applied Voice Technology, Inc. (the "Company") on _____________, 19___, and notify the Company of my desire to purchase ________ shares of Common Stock of the Company (the "Securities") at the exercise price of $__________ per share which were offered to me pursuant to said option. I hereby represent and warrant that (1) I have been furnished with all information which I deem necessary to evaluate the merits and risks of the purchase of the Securities; (2) I have had the opportunity to ask questions and receive answers concerning the information received about the Securities and the Company; and (3) I have been given the opportunity to obtain any additional information I deem necessary to verify the accuracy of any information obtained concerning the Securities and the Company. Dated: _________________ _________________________ ________________________________ Taxpayer I.D. Number Xxxxx Xxxxxxx Address ________________________ ________________________________ ________________________________ RECEIPT _________________________ hereby acknowledges receipt from Xxxxx Xxxxxxx in payment for ______________ shares of Common Stock of Applied Voice Technology, Inc., a Washington corporation, of $_____________ in the form of [_] Cash [_] Check (personal, cashier's or bank certified) [_] __________ shares of the Company's Common Stock, fair market value $_______ per share held by the Optionee for a period of at least six months [_] Copy of irrevocable instructions to BrokerAccepted

Securities Regulation. Shares will not be issued with respect to this option unless the exercise of such option and the issuance and delivery of such shares pursuant thereto complies with all relevant provisions of law, including, without limitation, any applicable state securities laws, the Securities Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated thereunder, and the requirements of any stock exchange upon which the shares may then be listed. As a condition to the exercise of this option, the Company may require you to represent and warrant at the time of any such exercise that the shares are being purchased only for investment and without any present intention to sell or distribute such shares if, in the opinion of counsel for the Company, such a representation is required by any relevant provision of the aforementioned laws. At the option of the Company, a stop-transfer order against any shares of stock may be placed on the official stock books and records of the Company, and a legend indicating that the stock may not be pledged, sold or otherwise transferred, unless an opinion of counsel is provided (concurred in by counsel for the Company) stating that such transfer is not in violation of any applicable law or regulation, may be stamped on stock certificates in order to assure exemption from registration. The Company may also require such other action or agreement by you as may from time to time be necessary to comply with the federal and state securities laws. THIS PROVISION SHALL NOT OBLIGATE THE COMPANY TO UNDERTAKE REGISTRATION OF THIS OPTION OR THE SHARES ISSUABLE HEREUNDER, but if the Company has filed or is filing a Registration Statement on Form S-8 or any successor form for the registration of securities issued under stock option or other employee benefit plans, the Company hereby undertakes to include the shares issuable hereunder in any such registration. Should any of the Company's capital stock of the same class as the stock subject to this option be listed on a national securities exchange, all shares issued hereunder if not previously listed on such exchange will be authorized by that exchange for listing thereon prior to the issuance thereof. Please execute the Acceptance and Acknowledgment set forth below on the enclosed copy of this Agreement and return it to the undersigned. Very truly yours, APPLIED VOICE TECHNOLOGYPROTOCOL SYSTEMS, INC. By _____________________________ Its ___________________________ ACCEPTANCE By: ------------------------------------- AGREED AND ACKNOWLEDGMENT I, a resident of the State of Oregon, accept the nonqualified stock option described herein. I have read and understand the Agreement. Dated: _______________ __________________________ _____________________________ Taxpayer I.D. Number Xxxxx Xxxxxxx Address _____________________ _____________________________ _____________________________ By her signature below, the spouse of the Optionee, if such Optionee is legally married as of the date of his execution of this Agreement, acknowledges that she has read this Agreement and is familiar with the terms and provisions thereof, and agrees to be bound by all the terms and conditions of this Agreement. Dated: _________________ __________________________________ Spouse's Signature __________________________________ Printed Name By his signature below, the Optionee represents that he is not legally married as of the date of execution of this Agreement. Dated: _________________ __________________________________ Optionee's Signature NOTICE OF EXERCISE OF NONQUALIFIED STOCK OPTION To: Applied Voice Technology, Inc. I, a resident of the State of Oregon, hereby exercise my nonqualified stock option granted by Applied Voice Technology, Inc. (the "Company") on _____________, 19___, and notify the Company of my desire to purchase ________ shares of Common Stock of the Company (the "Securities") at the exercise price of $__________ per share which were offered to me pursuant to said option. I hereby represent and warrant that (1) I have been furnished with all information which I deem necessary to evaluate the merits and risks of the purchase of the Securities; (2) I have had the opportunity to ask questions and receive answers concerning the information received about the Securities and the Company; and (3) I have been given the opportunity to obtain any additional information I deem necessary to verify the accuracy of any information obtained concerning the Securities and the Company. Dated: _________________ _________________________ ________________________________ Taxpayer I.D. Number Xxxxx Xxxxxxx Address ________________________ ________________________________ ________________________________ RECEIPT _________________________ hereby acknowledges receipt from Xxxxx Xxxxxxx in payment for ______________ shares of Common Stock of Applied Voice Technology, Inc., a Washington corporation, of $_____________ in the form of [_] Cash [_] Check (personal, cashier's or bank certified) [_] __________ shares of the Company's Common Stock, fair market value $_______ per share held by the Optionee for a period of at least six months [_] Copy of irrevocable instructions to BrokerACCEPTED:

Securities Regulation. Shares will not be issued with respect to this option unless the exercise of such option and the issuance and delivery of such shares pursuant thereto complies with all relevant provisions of law, including, without limitation, any applicable state securities laws, the Securities Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated thereunder, and the requirements of any stock exchange upon which the shares may then be listed. As a condition to the exercise of this option, the Company may require you to represent and warrant at the time of any such exercise that the shares are being purchased only for investment and without any present intention to sell or distribute such shares if, in the opinion of counsel for the Company, such a representation is required by any relevant provision of the aforementioned laws. At the option of the Company, a stop-transfer order against any shares of stock may be placed on the official stock books and records of the Company, and a legend indicating that the stock may not be pledged, sold or otherwise transferred, unless an opinion of counsel is provided (concurred in by counsel for the Company) stating that such transfer is not in violation of any applicable law or regulation, may be stamped on stock certificates in order to assure exemption from registration. The Company may also require such other action or agreement by you as may from time to time be necessary to comply with the federal and state securities laws. THIS PROVISION SHALL NOT OBLIGATE THE COMPANY TO UNDERTAKE REGISTRATION OF THIS OPTION OR THE SHARES ISSUABLE HEREUNDER, but if the Company has filed or is filing a Registration Statement on Form S-8 or any successor form for the registration of securities issued under stock option or other employee benefit plans, the Company hereby undertakes to include the shares issuable hereunder in any such registration. Should any of the Company's capital stock of the same class as the stock subject to this option be listed on a national securities exchange, all shares issued hereunder if not previously listed on such exchange will be authorized by that exchange for listing thereon prior to the issuance thereof. Please execute the Acceptance and Acknowledgment set forth below on the enclosed copy of this Agreement and return it to the undersigned. Very truly yours, APPLIED VOICE TECHNOLOGYPROTOCOL SYSTEMS, INC. By _____________________________ Its ___________________________ By: ------------------------------------ ACCEPTANCE AND ACKNOWLEDGMENT I, a resident of the State of Oregon, accept the nonqualified stock option described herein. I have read and understand the Agreement. Dated: _______________ __________________________ _____________________________ Taxpayer I.D. Number Xxxxx Xxxxxxx Address _____________________ _____________________________ _____________________________ By her signature below, the spouse of the Optionee, if such Optionee is legally married as of the date of his execution of this Agreement, acknowledges that she has read this Agreement and is familiar with the terms and provisions thereof, and agrees to be bound by all the terms and conditions of this Agreement. Dated: _________________ __________________________________ Spouse's Signature __________________________________ Printed Name By his signature below, the Optionee represents that he is not legally married as of the date of execution of this Agreement. Dated: _________________ __________________________________ Optionee's Signature NOTICE OF EXERCISE OF NONQUALIFIED STOCK OPTION To: Applied Voice Technology, Inc. I, a resident of the State of Oregon, hereby exercise my nonqualified stock option granted by Applied Voice Technology, Inc. (the "Company") on _____________, 19___, and notify the Company of my desire to purchase ________ shares of Common Stock of the Company (the "Securities") at the exercise price of $__________ per share which were offered to me pursuant to said option. I hereby represent and warrant that (1) I have been furnished with all information which I deem necessary to evaluate the merits and risks of the purchase of the Securities; (2) I have had the opportunity to ask questions and receive answers concerning the information received about the Securities and the Company; and (3) I have been given the opportunity to obtain any additional information I deem necessary to verify the accuracy of any information obtained concerning the Securities and the Company. Dated: _________________ _________________________ ________________________________ Taxpayer I.D. Number Xxxxx Xxxxxxx Address ________________________ ________________________________ ________________________________ RECEIPT _________________________ hereby acknowledges receipt from Xxxxx Xxxxxxx in payment for ______________ shares of Common Stock of Applied Voice Technology, Inc., a Washington corporation, of $_____________ in the form of [_] Cash [_] Check (personal, cashier's or bank certified) [_] __________ shares of the Company's Common Stock, fair market value $_______ per share held by the Optionee for a period of at least six months [_] Copy of irrevocable instructions to BrokerACKNOWLEDGMENT