Consent and Agreement Letter by Huron Consulting Services LLC Regarding Asset Purchase Agreement Dated February 12, 2005

Summary

This letter confirms that Huron Consulting Services LLC agrees to be bound by certain sections (1.05 and 10.02) of the Asset Purchase Agreement dated February 12, 2005, involving MTVP (First Virtual Investments), LLC, Silicon Valley Bank, Morrison & Foerster LLP, First Virtual Communications, Inc., and CUseeMe Networks, Inc. The agreement is only effective once the main Asset Purchase Agreement is fully executed, and Huron is not considered a Buyer under that agreement.

EX-10.5 3 f06016exv10w5.txt EXHIBIT 10.5 Exhibit 10.5 February 12, 2005 Silicon Valley Bank Advisory Services Department 38 Technology Drive, Suite 150 Irvine, CA 92618 Attention: Diane LeMay, Senior Advisor MTVP (First Virtual Investments), LLC 2815 Eastlake Avenue East, Suite 300 Seattle, WA 98102 Attention: Thomas Todaro Morrison & Foerster LLP 425 Market Street San Francisco, California 94105-2482 Attention: Adam Lewis, Esq. First Virtual Communications, Inc. CUseeMe Networks, Inc. 3200 Bridge Parkway, Suite 202 Redwood City, CA 94065 Attention: Jonathan G. Morgan Re: Asset Purchase Agreement dated February 12, 2005 among MTVP (First Virtual Investments), LLC, Silicon Valley Bank, Morrison & Foerster LLP, First Virtual Communications, Inc. and CUseeMe Networks, Inc. (the "Asset Purchase Agreement") Dear Ms. LeMay and Messrs. Todaro, Lewis and Morgan: This letter is to confirm that Huron Consulting Services LLC ("Huron") hereby consents to and agrees to be bound by the provisions of Sections 1.05 and 10.02 of the Asset Purchase Agreement, provided, however, that this letter does not become effective until such time as the Asset Purchase Agreement is fully executed by all parties to it and, provided further, however, that Huron is not hereby considered a Buyer under the Asset Purchase Agreement. Sincerely, /s/ Daniel Wikel Daniel Wikel Managing Director cc: Stephen J. Kottmeier, Esq., Hopkins & Carley, A Law Corporation Randy Michelson, Esq., Bingham McCutchen LLP Van C. Durrer, II, Esq., Skadden, Arps, Slate, Meagher & Flom LLP