UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A
(RULE 14A-101)

SCHEDULE 14A INFORMATION

PROXY STATEMENT PURSUANT TO SECTION 14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant [ ]

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14a-6(e)(2)) 
[ ]     Definitive Proxy Statement 
[ ]     Definitive Additional Materials
[ ]     Soliciting Material Under Rule 14a-12

FORGENT NETWORKS, INC.

(NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

RED OAK PARTNERS, LLC.

THE RED OAK FUND, LP

PINNACLE FUND, LLLP

BEAR MARKET OPPORTUNITY FUND, L.P.

PINNACLE PARTNERS, LLC

DAVID SANDBERG

(NAME OF PERSON(S) FILING PROXY STATEMENT, IF OTHER
THAN THE REGISTRANT)
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Red Oak Partners, LLC
654 Broadway, Suite 5
New York, NY 10012

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Dear Fellow Stockholders of ASUR:

We are sending you this proxy statement and the enclosed BLUE proxy card to ask
you to elect a slate of six new directors to the board of Forgent Networks, Inc.
d/b/a Asure Software (NASDAQ: ASUR).

ASUR's annual meeting is scheduled for August 28, 2009 and we ask you to support
our slate because it is time for change:

*       ASUR needs new direction - ASUR's current Directors have all been with
ASUR since at least ASUR's fiscal 2003 year-end.  Since that time period 
and under their direct leadership, ASUR has reported a net loss in 
excess of $35 million, (representing more than five times ASUR's current 
market value).  ASUR's stock price has declined more than 90% (from 
$3.15 on July 31, 2003 to $0.17 on July 22, 2009) during that period of 
time.  
*       ASUR states that its directors beneficially own less than 5.0% of ASUR's 
common stock (almost half represented by options exercisable within 60 
days of the measurement date) while our slate is composed of owners or 
those suggested by owners of an excess of 20% of ASUR's common stock.  
Because of their low stock ownership they have not been as impacted by 
the drastic drop in ASUR's share price caused by the significant losses 
incurred under their leadership.  We believe better and more responsible 
spending decisions will be made by a Board more closely aligned with its 
shareholders through common stock (and not option) ownership.
*       ASUR's unwillingness to provide transparency and full disclosure to its 
shareholders suggests they do not care about shareholders' best 
interests.  They refused to share recent voting results and recently 
refused to hold a question and answer session on their most recent 
earnings call.  
*       In their most recent attempt to stifle criticism, ASUR filed a lawsuit 
in Texas falsely claiming that Red Oak and others are seeking to control 
ASUR and "liquidate all of Forgent's assets for their own immediate 
short-term gain."

ASUR's board has spent recklessly and wastefully, has been unable to forecast 
its business (please read the section below in the entitled "Inability of 
Management to Forecast" for important detail), and recently attempted - and 
failed - to take ASUR private and reduce the disclosure requirements they would 
need to observe.  We ask that those shareholders who are similarly outraged 
discard ASUR's proxy card and instead cast a "vote for change" by returning our 
BLUE proxy card and voting for our slate of Director nominees.  We also ask you 
to vote AGAINST the appointment of Ernst & Young as ASUR's independent auditor.

Lastly yet importantly, we encourage shareholders to review the information 
about our slate of nominees included in this solicitation.  We have nominated a 
slate comprised of vested shareholders with significant industry success, 
software expertise, ASUR product expertise (two of our nominees previously 
served as directors of ASUR's iEmployee product when it was a growing and 
profitable business), and financial and public company expertise.  We ask you to
compare what you read about our nominees against the results you have 
experienced under ASUR's Board's leadership over many years.  We ask for your
support to replace ASUR's Board in its entirety. 

We respectfully request your support of our nominees by signing and returning 
the enclosed BLUE proxy card.

Sincerely,

David Sandberg
For Red Oak Partners  

This proxy statement is dated July __, 2009 and is first being mailed to 
stockholders on or about __________, 2009.

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PRELIMINARY PROXY STATEMENT

This proxy statement is being furnished to holders of the common stock of 
Forgent Networks, Inc.  ("ASUR" or the "Company") in connection with the 
solicitation of proxies by Red Oak Partners, LLC, The Red Oak Fund, L.P., 
Pinnacle Fund, LLLP, Pinnacle Partners LLC, Bear Market Opportunity Fund, L.P. 
and David Sandberg, whom we refer to collectively as "Red Oak" in this proxy 
statement, to be used at the Annual Meeting of Stockholders (the "Annual 
Meeting") of ASUR.

Time and Place of the Annual Meeting

The Annual Meeting is being held on August 28, 2009 at ASUR's principal
executive offices, at 108 Wild Basin Road, Austin, Texas  78746 at 1:00 p.m. 
local time.

All stockholders who own shares of ASUR stock as of July 10, 2009, the 
record date for the Annual Meeting, are entitled to notice of and to vote at the
Annual Meeting or any adjournments thereof.

Voting materials, which include this Proxy Statement and a BLUE proxy 
card, will be sent to some or all stockholders on or about [____________], 2009.
Stockholders who do not receive this statement and a BLUE proxy but wish to 
receive them can contact MacKenzie Partners as indicated on the last page of 
this Proxy Statement.

If your shares are held in the name of a brokerage firm, bank or nominee, only 
that entity can vote such shares and only upon receipt of your specific 
instruction. Accordingly, we urge you to contact the person responsible for your
account and instruct that person to execute the BLUE proxy card on your behalf.

YOUR VOTE IS IMPORTANT. If you agree with the reasons for Red Oak's solicitation
set forth in this Proxy Statement and believe that the election of the Red Oak 
nominees to the Board of Directors can make a difference, please vote for the 
election of the Red Oak nominees, no matter how many or how few shares you own.

RED OAK URGES YOU NOT TO SIGN ANY PROXY CARD THAT IS SENT TO YOU BY THE COMPANY,
EVEN AS A FORM OF PROTEST

By executing the BLUE proxy card, you will authorize us to vote FOR the election
of the Red Oak nominees. If you have already signed a proxy card sent to you by 
the Company, you may revoke that proxy at any time prior to the time a vote is 
taken by (i) submitting a duly executed proxy bearing a later date to the 
Secretary of the Company, (ii) filing with the Secretary of the Company a later 
dated written revocation or (iii) attending and voting at the Annual Meeting in 
person.

The persons and entities which constitute Red Oak are described below in the 
section entitled "Certain Information Regarding the Participants." This proxy 
statement sometimes refers to Red Oak as "we," "us," "our" and variants of those
words.

WHY YOU WERE SENT THIS PROXY STATEMENT

You are receiving a Proxy Statement and proxy card from us because you 
owned shares of ASUR common stock on July 10, 2009, the record date.  This Proxy
Statement describes important issues on which we would like you, as a 
stockholder, to vote. It also gives you information on these issues so you can 
make an informed decision.

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When you sign the proxy card, you appoint David Sandberg and Adrian 
Pertierra as your representatives at the meeting.  They will vote your shares, 
as you have instructed them on the proxy card, at the Annual Meeting.  If you 
sign and return a BLUE proxy card without giving specific voting instructions, 
your shares will be voted FOR the Red Oak nominees and AGAINST the selection of 
Ernst & Young.  If you plan to attend the Annual Meeting we recommend that you 
complete, sign, and return your proxy card in advance of the meeting just in 
case your plans change. This way, your shares will be voted whether or not you 
attend the Annual Meeting.

REASONS FOR THE SOLICITATION

We expect that the Red Oak nominees, if elected, would provide a new 
voice and fresh perspective to the Board of Directors. We believe that the Board
of Directors should represent stockholders' perspective on ASUR's pursuit of 
strategic alternatives and management direction, and generally bring focus to 
the maximization of value for the benefit of stockholders. Please read the 
section below titled "What Red Oak Wants" for more details on Red Oak's 
recommended actions.  There can be no assurances that the Red Oak nominees will 
succeed in creating shareholder value.

The proposed slate of Red Oak nominees will, if elected, constitute a 
majority of the Board of Directors. Red Oak believes that the Red Oak nominees, 
if elected to the Board of Directors, will bring to the Board of Directors the 
perspective of stockholders because all but Mr. Ferris are stockholders and all 
are, or were recommended by, stockholders.  This slate would represent a board 
answerable to shareholders and not controlled by any party.   Only two of the 
Red Oak nominees are affiliated with Red Oak and the remaining nominees are 
independent of both Red Oak and management.  

If elected, the Red Oak nominees do not anticipate that they will have 
any conflicts of interest with respect to the Company, and recognize that they 
will owe fiduciary obligations to all stockholders. None of the Red Oak nominees
has any contract, arrangement or understanding with the Company, or any other 
direct financial interest concerning the Company, other than through the 
beneficial ownership of stock of the Company by the Red Oak nominees disclosed 
in this Proxy Statement and the filings with the Securities and Exchange 
Commission by Red Oak.  All the Red Oak nominees satisfy the independence 
requirements of Item 407 of Regulation S-K and all but Mr. Vogel meet the Item 
407 criteria for serving as an audit committee financial expert either by having
actively supervised a principal financial officer or by experience in assessing 
and evaluating financial statements.  

PROPOSALS

We are soliciting your proxy to vote for the following proposals (the 
"Proposals"), which we intend to submit for approval at the Annual Meeting: 

Proposal 1:  Election of Directors

At ASUR's 2009 Annual Meeting six directors will be elected for terms 
expiring at the 2010 annual meeting of stockholders or until their respective 
successors are duly elected or appointed and qualified.  Red Oak is seeking your
support at the Annual Meeting to elect its nominees in opposition to 
management's director nominees.  Each of Red Oak's nominees has consented to 
serve as a director of the Company if elected and each of the nominees has 
consented to being named in this proxy statement.  Shares represented by BLUE 
proxies returned duly executed to Red Oak will be voted, unless otherwise 
specified, FOR the election of the six nominees named below.

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RED OAK'S NOMINEES FOR DIRECTOR

CORNELIUS (NEIL) FERRIS, 63, is an active advisor and executive consultant to 
technology companies and venture capital investors and has been engaged in such 
as his principal activity for the last 5 years. Prior to his current 
assignments, he was CEO of Giganet, a storage networking company which he sold 
to Emulex for $650 million in 2001. His previous CEO roles included Open Data 
which was sold to a private company in 1997 and Fluent, a multimedia software 
company, which was sold to Novell in 1993. Mr. Ferrris was part of the founding 
team and vice president of Apollo Computer, which enjoyed a successful IPO and 
was sold to Hewlett Packard in 1989 for $476 million.  Prior to that, Mr. Ferris
served for ten years in senior management positions with Data General which he 
joined shortly after its formation. He is also a board member of Enfora, 
Intersense, and BTI Systems corporations. Mr. Ferris holds MBA and BS degrees 
from Northeastern University. 

BOB GRAHAM, 60, has been a Partner at Ridge Partners LLC, a consulting and 
investment firm, since 2002. He is also the Senior Technology Advisor to 
Cascadia Capital, a mid market M&A firm. In addition, Mr. Graham is the Manager 
of Global Accelerator LLC, a Fund that originally invested in iEmployee and 
still holds shares in ASUR. Previously, Mr. Graham held key executive roles 
including Group Manager at Digital Equipment Corporation and Executive Vice 
President and Division President at Sun Microsystems. He was a Co-Founder and 
Chief Operating Officer at Manufacturer's Services Limited, the Chairman & CEO 
of Ridge Technologies, and President at Adaptec. Mr. Graham was also 
instrumental in the founding and exit of a number of technology companies 
including Crag Systems and iEmployee, where he served on the Board of Directors 
prior to its acquisition by ASUR. He presently serves on the boards of Global 
Accelerator Management and 54th Street Systems. 

PAT GOEPEL, 47, has over 20 years of progressive leadership positions in the HR
outsourcing industry. A frequent speaker and industry expert, Pat currently 
serves (since 2008) as the COO of Patersons Global Payroll and oversees its 
human relations function. Previously, he was the President and CEO of Fidelity 
Investment's HR Services Division from 2006-2008, President and CEO of Advantec 
from 2005-2006 and served as the Executive Vice President of Business 
Development and US Operations at Ceridian from 1994 until 2005. A former board 
member of iEmployee, he currently serves on the boards of Patersons and Allover 
Media. 

ADRIAN PERTIERRA, 37, is a Senior Analyst at Red Oak Partners, LLC, a NY-based 
hedge fund. Prior to joining Red Oak in 2007, Mr. Pertierra served as Vice 
President of Global Markets at Deutsche Bank Alternative Trading in 2007 and 
worked at Tradition Asiel Securities, Inc. from 2006-2007.  Previously, Mr. 
Pertierra served as the Vice President of Institutional Equity Sales and Trading
at BGC Partners, LP, from 2002-2006. Mr. Pertierra received a BA in Economics 
from the College of Holy Cross. 

DAVID SANDBERG, 36, is a managing member, founder, and portfolio manager of Red 
Oak Partners, LLC, a NY-based hedge fund, since its March 2003 inception. 
Previously, Mr. Sandberg co-managed JH Whitney & Co's Green River Fund from 
1998-2002. Mr. Sandberg received a BA in Economics and a BS in Industrial 
Management from Carnegie Mellon University. He presently serves on the Board of 
SMTC Corp. and was elected a director of EDCI Holdings, Inc. on June 1, 2009.

JEFFREY VOGEL, 41, has 20 years experience in operating, financing, and advising
companies - primarily high-tech software companies. Since 2008 Mr. Vogel has
been a Partner with Liberty Capital Partners. Additionally, Mr. Vogel has and 
continues to serve as a Managing Director of Velocity Equity Partners, a $50 

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million early stage technology fund, since he co-founded it in 2001.  Prior to 
co-founding Velocity, Mr. Vogel was Chief Technology Officer and Vice President 
of Research and Development for eBusiness Technologies, a leader in XML Content 
Management Systems, where he led a team of 100 software professionals.  In 1989,
Mr. Vogel co-founded Electronic Book Technologies (EBT), a pioneer in SGML and 
XML information systems. At EBT Jeff led R&D until 1996 when he helped sell the 
company to Inso, a publicly traded company. From 1996 to 1998, Mr. Vogel was 
Vice President of Engineering at Inso's Electronic Publishing Solutions business
unit and was also very active in the company's corporate development activities 
where he helped acquire and integrate a half dozen acquisitions. Mr. Vogel 
graduated from Brown University in 1990 with degrees in Economics and Computer 
Science. Mr. Vogel serves on the Boards of Rent Marketer, BEZ, and Dynadec.

The number of shares of the Company's common stock beneficially owned by
and the percentage beneficial ownership of each of Red Oak's nominees as of the 
date of this proxy statement are set forth on Exhibit A to this Proxy Statement.
Red Oak beneficially owns an aggregate of 3,201,523 shares of ASUR's total 
outstanding common stock. Red Oak believes it is ASUR's largest stockholder. Red
Oak owns approximately 10.3% of ASUR's total outstanding common stock based on 
the Company's statement that as of July 15, 2009 there were 31,107,273 shares 
outstanding and 10.6% of the common stock held by the public (namely, the common
stock held by stockholders other than the board and management).

If elected, the Red Oak nominees would be responsible for managing the 
business and affairs of the Company. The Red Oak nominees understand that, as 
directors of the Company, each of them has an obligation under Delaware law to 
scrupulously observe his duty of care and duty of loyalty to the Company and all
of its stockholders, not just those nominating him. 

WE STRONGLY RECOMMEND THAT YOU VOTE "FOR" THE ELECTION
OF THE RED OAK NOMINEES

Proposal 2:  Ratification of Selection of Independent Registered 
Public Accounting Firm

According to the Company's proxy statement, at the Annual Meeting a vote
will be held to ratify the selection of Ernst & Young LLP as the Company's 
independent registered public accounting firm for the fiscal year ended July 31,
2009.  The affirmative vote of a majority of the shares of Common Stock present 
at the Annual Meeting in person or by proxy is necessary to ratify Ernst & Young
LLP's appointment.  The Company's proxy statement notes that "Stockholder 
ratification is not required for the selection of Ernst & Young LLP, since the 
Audit Committee has the responsibility for the selection of the Company's 
independent auditors. Nonetheless, the selection is being submitted for 
ratification at the Annual Meeting solely with a view toward soliciting the 
stockholders' opinion thereon, which opinion will be taken into consideration in
future deliberations."  As the Company proxy points out, the vote of 
stockholders will not be binding on the Company.  Red Oak objects to the 
ratification of Ernst & Young LLP as the Company's independent registered public
accounting firm as it believes that ASUR may obtain the services of skilled 
accountants at a non "tier one" firm for substantially less than the amounts 
paid Ernst & Young.  Red Oak believes this, even though it has not obtained a 
quotation for services to ASUR, because its discussions with smaller accounting 
firms suggest their rates are lower.  Because the Annual Meeting is being held 
after the end of ASUR's fiscal year, it may not be economical for 2009 to change
accounting firms if work has commenced.  If you sign and return a BLUE proxy 
card but do not indicate how your shares should be voted, your shares will be 
voted AGAINST the ratification of Ernst & Young as auditors.

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WE ARE SEEKING TO ELECT NEW DIRECTORS BECAUSE:

Red Oak does not believe that the current board of directors of ASUR has 
adequately served in the best interests of ASUR, based in part on the factors 
described below, and its unaffiliated stockholders and believes change is 
needed.  

*       ASUR has lost over $35 million since 2003 while the current Board has 
been in place (except for Ms. Harris who was named to the Board last 
month).

*       Since Mr. Snyder, the current chairman, joined the board in December 
1997, (with the support of all the members of the current Board, except
Ms. Harris), ASUR's stock has dropped 97% (from $6.13 at December 31, 
1997 to $0.17 at July 22, 2009).

*       The current Board allows what we view as wasteful spending (in our view 
$360,000 per year on D&O insurance is excessive) and recently embarked 
on an expensive campaign to take ASUR private and reduce the information
it is required to provide stockholders while not disclosing the amount 
it spent on this failed effort.

*       The incumbent Board has kept in place a management team that has 
repeatedly been unable to meet its own forecasts.

*       The incumbent Board and management have ignored shareholder concerns and
limited discussion with holders.

*       We believe a new board, strongly aligned with stockholder interests by 
share ownership, should be elected.

A History of Losses

Under Richard Snyder's tenure as CEO, ASUR spent in excess of $65 million on 
selling, general and administrative (SG&A) costs and research and development 
(R&D) costs since 2003 while reporting aggregate net losses in excess of $35 
million during that same time period.  This large negative return on investment 
is across a multi-year time span.  Recent results have been no better, having 
already come in below late 2008 forecasts.  Despite this negative return and 
disappointing recent results, the spending has continued unabated with nearly 
$14 million in SG&A plus R&D spent in the past twelve months, a full $2.5 
million above the Company's entire reported revenues during that same time 
period.  Management has repeatedly claimed and promised it is building a 
platform for a $20, $40, and $50 million revenue company.  These claims have 
been met with material failure in almost all instances. At this point Red Oak 
believes these claims should be disregarded entirely.  

ASUR's stock price is 97% lower today than when Mr. Snyder first joined the 
Board in 1997.  

We believe that the incumbent Board has destroyed shareholder value by 
permitting excessive spending including excessive service provider costs, 
excessive management and employee compensation and generous benefits and we 
believe they will continue to destroy shareholder value if they are again 
elected to ASUR's Board.  Even Mr. Snyder's statement on April 27, 2009 that he 
would resign has not been honored.  He remains as "executive" chair and has a 
"parachute" contract with terms which were not publicly disclosed until after 
the failed go-private vote. 

-8-

Inability of Management to Forecast

We do not believe that senior management is able to forecast its business with 
any semblance of accuracy and this has cost shareholders as management and the 
board have made spending decisions based on their incorrect forecasts.  Mr. 
Snyder and Mr. Peterson have repeatedly stated that the Company is spending in 
order to grow and that they believe ASUR can be a $30-40 million revenue company
in just a few years.  Management has repeatedly promised impressive 
results and failed to deliver.  At this point Red Oak believes it unwise to 
trust shareholder equity to Management and the incumbent Board's direction.  For
perspective, we include examples across many years' forecasts during ASUR's 
earning calls as opposed to just a few:
*       In ASUR's Q4, 2003 earnings conference call, Chief Financial Officer Jay
Peterson indicated that ASUR believed it could achieve $40-50 million in 
annual software revenues in three to four years "based on early optimism 
from large enterprise customers and assuming just a little help from the 
economy."  Although the economy offered significant help from late 2003 
through the next three to four years, ASUR's software revenues are and 
were well under even $20 million (let alone $40-50 million), inclusive 
of the revenue acquired in 2007 by buying iEmployee, which, according to 
ASUR's amended 10-K for the fiscal year ended July 31, 2008, generated 
more than $5.3 million  in revenues from August 1, 2006 through July 31, 
2007.
*       In ASUR's Q1, 2004 conference call, CEO Richard Snyder reaffirmed "our 
previous guidance of 6 to $7 million in software revenue for this 
current fiscal year."  In contrast,     ASUR generated just $3 million 
in software revenue in fiscal 2004 despite help from a  very strong 
economy.  Additionally, in the same call Mr. Snyder reaffirmed "between         
$40 to $50 million in annual software revenues in the next three to four 
years."  He also added that "we believe that we can manage expenses to 
be flat, while also expending   approximately $300,000 on Sarbanes Oxley 
related requirements over the next several quarters."  Expenses 
increased from $16 million to $23 million from 2003 to 2004.
*       In ASUR's Q1, 2006 call, Jay Peterson claimed that "we have line of site
to EBITDA profitability this fiscal year."  2006 reported EBITDA was 
negative $3.9 million, again despite a strong year in the economy.  In 
the same call, Richard Snyder claimed "we'll continue to look at a 
dividend or perhaps a stock buyback, and after that, we'll continue to 
look at the ability to invest some of that for the growth of our 
software business."  No share repurchases or cash dividend were ever 
effected after this date yet the Company continued a substantial cash 
spend, followed by an acquisition which cost ASUR more than 2x its 
current market capitalization.
*       In ASUR's Q2, 2006 call, Mr. Snyder stated "with regard to expenses as 
we mentioned,   this is the lowest, we've gotten the expenses down to 
the lowest point, really, in the Company's history, minus depreciation, 
and we believe that there is still room to continue to scrutinize those 
expenses and get them down."  For reference, expenses never went lower
than that quarter.
*       In ASUR's Q4, 2007 call, Mr. Peterson claimed "our overall spending 
excluding iEmployee will significantly decrease due to the conclusion of 
the 746 trial" and that "we     believe we will generate $12 million in 
revenue this year and will generate cash in the second half of this 
fiscal year."  Operating expenses declined for only one quarter before  
increasing materially every quarter thereafter.  The Company generated 
just $10 million in revenue (nearly 20% below its forecast), and the 
Company burned $2.7 million in  operating cash flow in the second half 
of the fiscal year as opposed to generating cash.
*       In ASUR's Q1, 2008 call, Mr. Peterson confirmed "we believe we will

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generate $12 million in revenue this year." ASUR generated just $10mm in
revenues in 2008.  He also claimed "we have line of site to EBITDA 
profitability this fiscal year." ASUR reported a $5 million EBITDA loss
for fiscal 2008.
*       In the same Q1, 2008 call, Mr. Snyder stated "I think your $20 million 
figure for 2009 is certainly one we have on the books."  Based on the   
latest 10-Q, 2009 revenues are running at approximately 50% of this 
estimate.
*       In ASUR's Q3, 2008 call, Mr. Peterson claimed "we plan on generating 
cash, that is   EBITDA profitability in fiscal year 2009."  The 
operating loss through the first three  quarters of FY 2009 is nearly $5 
million.
*       In ASUR's Q1, 2009 call, Mr. Peterson indicated "we were "anticipating 
or planning to  be EBITDA profitable in our July quarter of this year." 
For reference, ASUR reported a $1.4 million operating loss in its April 
quarter and claimed they would be EBITDA breakeven by the end of the 
year, not profitable.  During an April 27 meeting, when Red Oak asked 
them to explain their $5.5 million run-rate loss if - as they claimed - 
both software businesses were breakeven to profitable on their own and 
there were $1 million in excess costs, ASUR's CFO Jay Peterson could not 
explain a $3-4 million/year discrepancy, nor could CEO Richard Snyder 
nor either of ASUR's directors present at the meeting. Specifically, 
they are currently losing $5.5mm/year on a run-rate basis according to 
the last financial information released. 
*       In ASUR's Q2, 2009 call, ASUR's CFO Jay Peterson stated that $3 million 
per quarter in  revenues would equate to EBITDA breakeven.  However, in 
ASUR's Q3, 2009 earnings, ASUR reported $2.4 million in revenue and a 
$1.2 million EBITDA loss, or $4.8 million annualized.  With ASUR earning 
under 80% in gross margin, an additional $600,000 in revenues (to reach 
$3 million per quarter) would have added roughly $480,000 in gross 
margin per quarter.  Even assuming no added sales commission expenses 
and that ASUR could eliminate $1 million in public company costs (as 
management claimed it would during their failed go-private effort), ASUR 
would report an excess of $3.3 million in annual EBITDA loss.

ASUR's forecasts have continually been wrong, and cash continues to decline at a
rapid rate reflecting the true losses management is generating, including a $1 
million cash burn in the most recent April 2009 quarter.  Yet the incumbent 
board has announced no action to reverse these trends.

Board Not Aligned with Holders

We believe it's in shareholder's best interests to be represented by Board 
members who own significant amounts of stock and thus share more directly in the
results of their decisions.  ASUR's Directors have all served with the Board or 
Company since at least 2003, but collectively own less than 5% of ASUR's common 
shares outstanding according to the Company's proxy, about half of which is 
comprised of unexercised options.  Under the incumbent Board's control, 
shareholders have suffered a 90% decline in ASUR's share price while the Company
has burned tens of millions of dollars in cash.  ASUR's insiders have made key 
decisions which have impacted shareholders' wallets while having far less impact
on their own wallets because of their low stock ownership.

In stark contrast to management's slate of nominees, our slate directly owns 
nearly 15% of ASUR's shares outstanding and three of our nominees (Bob Graham, 
Pat Goepel, and Jeffrey Vogel) have been directly referred by holders of another
10%+ of ASUR's common shares outstanding.  Mr. Ferris does not currently own any
shares.  We believe our slate also possesses materially greater industry 
success, public company experience, and knowledge of ASUR's own products as two 

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of our nominees previously served on the Board of ASUR's iEmployee division when
it was an independent and profitable company (before ASUR acquired it in 2007).
We note that ASUR stated in its December 12, 2007 report on Form 10-Q that 
"iEmployee is a profitable business with a high percentage of recurring revenues
and delivers its software as a service under the "SaaS" model.  The acquisition 
expands Forgent's current target markets, significantly augments the Company's 
product and service offerings to customers, and increases revenues from its 
software and services segment considerably.  Due to these factors, the Company 
purchased the iEmployee business at a premium (i.e. goodwill) over the fair 
value of the net assets acquired."

A Team We Should Not Trust 

ASUR's incumbent board continues to reward a management team that misses its 
forecasts.  In fact the board repriced options twice, first in September 2005 to
$1.42 share, then in August 2006 to $0.385/share.  Importantly, ASUR's chairman 
benefited directly from this repricing as he also served as ASUR's CEO and 
continues to serve as executive chairman (ASUR's newly appointed director Nancy 
Harris also benefited from this repricing as she was ASUR's COO at the time).  
Moreover, ASUR recently refused to provide information we believe shareholders 
have a right to know:  

*       how much they spent in the failed go-private proxy contest;
*       the final vote tallies regarding the go-private vote.  ASUR board 
member Mazzuchelli has claimed that our reported numbers are 
inaccurate, even though we received them from the same firm which 
provides ASUR with their non-objecting beneficial holder vote 
information (which represents more than 90% of all ASUR shares 
outstanding).  Despite this claim, ASUR has refused to share the vote 
tally; 
*       on June 18, ASUR failed to allow questions to be asked on the earnings 
call.  They were informed of this immediately but have done nothing to 
rectify this; and
*       Although after repeated prodding ASUR to disclose information
about amounts spent for executive visits to the Cooper Clinic and
compensation for Mr. Snyder's son, they still have not disclosed all of
the information requested.  

Mr. Snyder and our incumbent Board personally pat ASUR on the back for upholding
"the highest corporate governance standards" in ASUR's June 18 press release.  
However, shareholders should note:
1.      the board elected non-independent Nancy Harris to replace
resigning independent director Kathleen Cote
2.      Mr. Snyder resigned as CEO but remained executive chairman
3.      Mr. Snyder, Mr. Peterson and Ms. Harris have change of control 
agreements, which in the case of Mr. Snyder and Mr. Peterson 
were not explicitly disclosed until the Company's July 17, 2009 
proxy statement.
4.      ASUR refused to respond to shareholders inability to ask 
questions on an earnings call despite being informed of this 
immediately and repeatedly, let alone correcting this and 
opening a new call - it appears ASUR does not want shareholders 
asking them tough questions.

WHAT RED OAK WANTS

Red Oak believes that the Company has value and that a Board comprised of our 
slate of vested, experienced Directors is more capable of creating shareholder 
value.  We also believe costs need to be adjusted now, and not when another $10 

-11-

million has been burned through wasteful spending.  The first step in this is to
NOT re-appoint Ernst & Young as ASUR's independent auditors because we believe 
ASUR has paid more than it should have already in audit fees and that accepting 
them as auditors supports the types of spending decisions which have 
contributed to ASUR's 97% price decline since ASUR's Chairman Richard Snyder 
first joined its Board.

Red Oak met and spoke with certain members of ASUR's senior management and the 
Board of the Company several times during 2009. During those discussions, we 
made the following recommendations on ways for ASUR to enhance shareholder 
value:  

*       all company expenses and costs across all employees, by location and 
product (Netsimplicity vs. iEmployee) 

*       all costs not related directly to Netsimplicity and iEmployee products,
i.e. public costs 

*       all legal liability related to the $3 million liability and suit ASUR 
has disclosed

*       the $5 million lease obligation and structure for ASUR's 50% equity 
ownership in its headquarters building 

*       ability to use tax loss carryforwards per rule 382 IRS calculation 

*       all costs related to legal providers 

*       all costs related to ASUR's audit 

*       all costs related to added employee benefits, including for senior 
executives

*       all severance and change of control packages and liabilities 

*       the D&O policy for purposes of drastically reducing it 

*       all consulting fees and agreements related to insiders or board members

*       consideration to implement a reverse split to regain NASDAQ compliance

*       consideration to implement a share repurchase program of $5 million 

Red Oak previously expressed these goals in its opposition to the go-private 
scheme and expressed that it would expect this review to produce material 
reductions in headcount, compensation, insurance costs, and provider costs to 
ASUR's management.  Red Oak would hold only two board seats if its slate is 
elected and could not control the board, but would recommend these actions 
listed above to the Board.  ASUR's management has not commented on this agenda 
and has repeatedly, and we believe incorrectly, claimed that Red Oak has not 
offered alternative solutions to enhance shareholder value.

BACKGROUND OF THIS SOLICITATION

Red Oak began to invest in ASUR in 2008.  After Red Oak made comments on ASUR's 
December 2008 earnings call, several investors contacted Red Oak to exchange 
information.  One of these investors introduced Red Oak to Mr. James Gladney, 
and to Mr. Fenil Shah.  Red Oak and the shareholders that contacted Red Oak 
shared information and concerns regarding the management of ASUR.  Not 

-12-

surprisingly, many of the concerns identified by the other shareholders 
regarding ASUR were shared by Red Oak, and vice versa.  After ASUR announced its
plan to go private, additional discussions were held with the same shareholders.
Again, the other shareholders and Red Oak shared many of the same concerns.  
While Red Oak was aware of the concerns, Red Oak had not yet determined to 
formally oppose the go private effort or take other actions.  Moreover, at no 
time did Red Oak agree, by words or conduct, to be part of or act as a group 
with any other shareholders.

On April 17, 2009, Red Oak sent a letter to one of the Company's directors, Lou 
Mazzuchelli, expressing concern about the Company's proposal to end its public 
reporting status and what Red Oak viewed as excessive costs, and stating an 
intent to nominate a slate of directors at the next annual meeting, and asked 
this director to discuss the letter with the other directors.  Mr. Gladney 
assisted Red Oak to contact Mr. Mazzuchelli, because Red Oak had learned that 
Mr. Gladney knew Mr. Mazzuchelli and was currently helping Mr. Mazzuchelli with 
a job search.  This assistance began when Red Oak was still in the process of 
forming its opinions and investigating the Company's reasons for going private, 
and Mr. Gladney served as an informational conduit.   However, because of the 
relationship between Mr. Gladney and Mr. Mazzuchelli, Red Oak requested that Mr.
Gladney review the April 17, 2009 letter before it was sent, which Mr. Gladney 
did.  On April 22, 2009, Mr. Snyder telephoned Red Oak and an informal meeting 
was arranged for April 27, 2009 in Dallas.  Red Oak invited all stockholders of 
whom it was aware to attend this meeting, which was planned as an information 
session.  Only two of ASUR's independent directors attended and both ASUR's CEO 
and CFO showed up at least one hour late.  At the April 27, 2009 meeting, Red 
Oak asked questions about the Company's expenditures, questioned the level of 
spending on items such as audit and legal fees, and questioned the proposed 
savings from the proposal to "go private."  The April 27, 2009 meeting was 
attended by three other holders of company stock, but those holders were not 
asked to join Red Oak in this solicitation. 

All three proposals related to the "going private plan" were rejected by 
shareholders.  The information available to Red Oak indicates the negative vote 
was at least 52%.  Red Oak notes that the information available to it does not 
include actual votes at the special meeting, because that meeting was cancelled,
and that until an actual vote at a meeting was conducted, any proxy could have 
been changed or revoked.  Accordingly, the actual vote, if the special meeting 
had been held, could have been higher or lower.  On June 1, when the Company 
canceled its special meeting set for June 2, 2009, the Company announced that it
would hold its Annual Meeting on July 30, 2009, which has since changed to 
August 28, 2009.  From June 3, 2009 to June 13, 2009, Mr. Sandberg, with help 
from ASUR stockholder James Gladney, tried without success to set up a meeting 
with the incumbent board. 

On June 18, 2009, ASUR held its earnings call.  No questions were asked on the 
call.  On June 19, 2009, Mr. Sandberg asked why shareholders were not allowed to
ask questions on the June 18, 2009 earnings call and informed ASUR that Red Oak 
knew of at least six individuals who tried and were unable to ask questions 
(only one of which was affiliated with Red Oak).  No one at ASUR responded to 
this communication.  In a press release dated July 16, 2009, ASUR stated: "our 
long-time policy is to take questions from analysts and registered brokers only.
Private investors are not and never have been eligible to ask questions on our 
earnings calls."  This appears inconsistent with actual practice.  Mr. Antoine 
Tristani made comments on the March 12, 2008 call, the October 15, 2008 call and
the December 16, 2008 call, and Mr. David Sandberg made comments on December 16,
2008.  In none of these instances did the Company request verification that the 
caller was a broker or an analyst.  Mr. Antoine Tristani, who had commented in 
the past, was not allowed to comment on the June 18, 2009 call.

-13-

Lawsuit Filed by ASUR

After Red Oak made public its attempts to obtain information, ASUR issued a 
press release on June 30 attacking Red Oak and alleging an attempt to take over 
ASUR was in progress.  On July 1, 2009, ASUR announced it had filed litigation 
in federal court in Austin, Texas alleging Red Oak and others of securities law 
violations.  In this lawsuit, ASUR claims Red Oak and others have 
"conspired...to thwart Forgent's efforts to go private; to effect a hostile 
takeover of Forgent; to replace Forgent's Board of Directors (the "Board") and 
to liquidate all of Forgent's assets for their own immediate short-term gain."  
ASUR claims that the other members of this "conspiracy" are James Gladney, 
Robert Graham, Antoine Tristani, Pat Goepel, Fenil Shah, Sarla Software LLC, 
Chimanlal Shah, Falguni Shah, Ruchir Shah, Snehal Shah, Vibha Shah and Ushma 
Shah.

Red Oak denies that such parties constitute a "group" with it under federal 
securities laws.  Red Oak is a group - but solely with Pinnacle and Bear Market 
Opportunity Fund. Red Oak has properly disclosed this group from the outset in 
all of its SEC filings. However, Red Oak is not a group with anyone else.  Red 
Oak acknowledges that it has communicated with other shareholders regarding its 
concerns about ASUR and its management, and also acknowledges that many of those
shareholders confirmed in those communications that they shared the same 
concerns.  However, Red Oak has made its own decisions at all times, has no 
written or verbal or economic agreements with any other persons or entities, and
is acting independent of other shareholders. To this end, when Red Oak asked 
ASUR to meet and to discuss key concerns, Red Oak invited all shareholders it 
knew of to meet with management on April 27, 2009 (despite knowledge that some 
shareholders it invited - such as Antoine Tristani - seemed to agree with 
management and did not seem to agree with Red Oak's concerns about ASUR's costs 
and management). When Red Oak decided to solicit proxies to oppose a go private 
transaction which Red Oak believed was bad for the value of its ASUR shares, Red
Oak based this decision on its independent belief that other shareholders of 
more than 750 shares would feel similarly because such shareholders would 
witness small shareholders paid out at 2x ASUR's stock price while they and 
other remaining holders would be left with stock which would likely trade more 
thinly and with wider spreads after being de-listed and under a management team 
no longer subject to SEC scrutiny or regular financial reporting despite a 
history of losses, missed guidance, repriced options, and poor governance.  Red 
Oak did not need to work with anyone else to believe this nor to act on it. 
Following this, Red Oak asked shareholders for referrals to qualified potential 
board candidates but rejected several of these referrals and independently chose
only those nominees it believed were most qualified. This decision was made 
solely by Red Oak - in fact Red Oak did not ask any other entity whether it was 
acceptable to nominate Red Oak employees to its slate - it simply did so. 
Despite an attempt to balance strong shareholder representation on its slate of 
nominees with the qualifications of its candidates, Red Oak made all decisions 
and leaves it up to shareholders to decide who to vote for. Lastly, Red Oak 
never purchased stock in conjunction with other shareholders, never bought stock
directly or knowingly from the other shareholders claimed to be part of its 
"group", and never made any agreement to split costs with other investors or 
shareholders.  As noted above, Mr. James Gladney assisted Red Oak to contact 
director Lou Mazuchelli, but neither he nor any other shareholder approved Red 
Oak's slate nor Red Oak's reasons for requesting proxies.

Red Oak also denies any "conspiracy" or scheme to liquidate the ASUR assets, 
noting that when ASUR first suggested such a goal on Red Oak's part, and Red Oak
denied it, as even ASUR's complaint admits.  ASUR also alleges that Red Oak and
others constitute a "group" because others made comments similar to those  
expressed by Red Oak in opposition to ASUR's go-private scheme and because Mr. 

-14-

Gladney assisted in contacting ASUR's director Lou Mazzuchelli.  While Red Oak 
has discussed ASUR's poor performance with others, and has asked Mr. Gladney to 
pass information along to ASUR Director Lou Mazzuchelli (who Mr. Gladney was 
assisting in a job search and who agreed to pass such information along), it has
made its own decisions at all relevant times.   Red Oak finds its unremarkable 
that elements of Red Oak's public statements in press releases were repeated by 
others, because Red Oak believes many other shareholders agree with those 
opinions.  In fact, Red Oak did not even advise all of its nominees who the 
other nominees were before it announced its slate.  While Red Oak has confirmed 
that its nominees generally share Red Oak's "cost-cutting" philosophy and 
conservative fiscal approach to management of companies of ASUR's type and size,
Red Oak has no commitments from or understandings with its nominees about how 
they will vote if elected.  Red Oak regards the expenses of this litigation as 
another indication of how far the incumbent board will go in using shareholders'
money to entrench itself.  Red Oak denies that it has violated securities laws, 
and points out that if its entire slate of nominees is elected, it will hold 
only two board seats, because its nominees are independent of Red Oak.  Red Oak 
will vigorously defend ASUR's lawsuit, which we regard as an attempt to silence 
criticism of the Board. 

Although Red Oak denies that it formed a "group" or sought to sell ASUR as an
"asset play," on July 13, 2009 Red Oak sent ASUR a letter designed to assure the
Board and management there is and never was any goal to liquidate the Company.  
Red Oak offered to refrain from additional share purchases, not to propose a 
liquidation, and for a period of three years, if a liquidation is proposed by 
others, to vote its shares in the same manner as a majority of the shares held 
by others are voted.  Since Red Oak denies it ever had an intent to treat ASUR 
as an "asset play" it is willing to make such an agreement if management will 
stop spending stockholder money to prevent something Red Oak does not want to 
do.  Red Oak continues to believe that a new board, aligned with stockholders by
share ownership and not controlled by Red Oak or anyone else, is in 
stockholders' best interest.  Red Oak believes that the Company's rejection of 
this proposal indicates that the Company does not view its own claims as 
serious.

PARTICIPANTS

The following are, under SEC rules, participants in this solicitation of proxies
from the Company's stockholders in connection with the upcoming election of the 
Company's Board of Directors: Red Oak Partners, LLC, The Red Oak Fund, L.P., 
Pinnacle Fund, LLLP, Pinnacle Partners LLC, Bear Market Opportunity Fund, L.P. 
and David Sandberg and each of the Red Oak nominees.  The business addresses and
ownership of Company securities with respect to each of the participants is 
provided in Exhibit A hereto.  Transactions in Company securities by the 
participants are described on Exhibit B hereto.  Other than as set forth in this
Proxy Statement, including the exhibits hereto, none of the participants have 
any substantial interest, direct or indirect, in the matters to be voted on at 
the Annual Meeting.

Although Red Oak asked Mr. James  Gladney, Mr. Fenil Shah and other stockholders
to serve as or to suggest nominees, Red Oak made its own decisions about whom to
nominate and did not accept all the recommendations made or nominate everyone it
contacted.   Accordingly, Red Oak does not regard Mr. Shah or Mr. Gladney as a
participant in its solicitation although Red Oak's nominees are participants 
because they have agreed to be nominated.  Red Oak points out that no nominee 
has, as yet, agreed to vote for the other nominees and Red Oak did not seek or 
obtain the comments of any nominee, or any other party named in ASUR's lawsuit, 
on any portion of these proxy materials except such nominee's personal 
information.

-15-

VOTING INFORMATION AND PROCEDURES

Who Can Vote at the Annual Meeting

The record date for determining stockholders entitled to notice of and to vote 
at the Annual Meeting is July 10, 2009 (the "Record Date"). Stockholders of the 
Company as of the Record Date are entitled to one vote at the Annual Meeting for
each share of common stock of the Company, $0.01 par value per share (the 
"Common Stock"), held on the Record Date. The Company stated in its proxy 
statement that as of July 15, 2009 it had 31,107,273 shares of Common Stock 
issued and outstanding as of the Record Date. 

How to Vote

You may vote by mail, telephone or Internet.

You may vote by mail by signing your BLUE proxy card and returning it in the 
enclosed, prepaid and addressed envelope. If you mark your voting instructions 
on the proxy card, your shares will be voted as you instruct.  If you sign and 
return a BLUE proxy card but do not make any specific choices, your shares will
be voted FOR the election of the Red Oak nominees and AGAINST the ratification 
of Ernst & Young as auditors.  You may also vote by telephone or Internet by 
following the instructions on your BLUE proxy card.

You may vote in person at the meeting. 

We will ask the Company to pass out written ballots to anyone who wants to vote 
at the meeting.  If you hold your shares in street name, you must request a 
legal proxy from your stockbroker in order to vote at the meeting. Holding 
shares in "street name" means your shares of stock are held in an account by 
your stockbroker, bank, or other nominee, and the stock certificates and record 
ownership are not in your name. If your shares are held in "street name" and you
wish to attend the Annual Meeting, you must notify your broker, bank, or other 
nominee and obtain the proper documentation to vote your shares at the Annual 
Meeting. 

If any of your shares are held in the name of a brokerage firm, bank, bank 
nominee or other institution on the record date, only that entity can vote your 
shares and only upon its receipt of your specific instructions. Accordingly, 
please contact the person responsible for your account at such entity and 
instruct that person to execute and return our proxy card on your behalf 
indicating a vote FOR our Nominees in Proposal 1 and AGAINST ratification of the
appointment of Ernst & Young as ASUR's independent auditor in Proposal 2. You 
should also sign, date and mail the voting instruction form your broker or 
banker sends you when you receive it (or, if applicable, vote by following the 
instructions supplied to you by your bank or brokerage firm, including voting by
telephone or via the Internet). Please do this for each account you maintain to 
ensure that all of your shares are voted.

A large number of banks and brokerage firms are participating in a program that
allows eligible stockholders to vote by telephone or via the Internet. If your 
bank or brokerage firm is participating in the telephone voting program or 
Internet voting program, then such bank or brokerage firm will provide you with 
instructions for voting by telephone or the Internet on the voting form. 
Telephone and Internet voting procedures, if available through your bank or 
brokerage firm, are designed to authenticate your identity to allow you to give 
your voting instructions and to confirm that your instructions have been 
properly recorded to vote FOR our Nominees in Proposal 1 and AGAINST 
ratification of the appointment of Ernst & Young as ASUR's independent auditor

-16-

in Proposal 2. Stockholders voting via the Internet should understand that there
might be costs that they must bear associated with electronic access, such as 
usage charges from Internet access providers and telephone companies. If your 
bank or brokerage firm does not provide you with a voting form, but you instead 
receive our proxy card, you should mark the proxy card to indicate a vote FOR 
our Nominees in Proposal 1 and AGAINST ratification of the appointment of Ernst 
& Young as ASUR's independent auditor in Proposal 2, date it and sign it, and 
return it in the provided envelope.

Revocability of Proxies

Any proxy may be revoked by you at any time prior to the time a vote is taken by
delivering to the Secretary of the Company a notice of revocation bearing a 
later date, by delivering a duly executed proxy bearing a later date or by 
attending the Annual Meeting and voting in person.

Holders who used Internet or telephone voting procedures can follow the 
revocation procedures specified on the Internet voting site or via the telephone
voting program.  Holders whose shares are held through a broker in "street name"
can instruct the broker to change or revoke any instructions previously given 
for voting their shares.  Holders who wish assistance in contacting the Company
or their broker can contact MacKenzie Partners, Inc. ("MacKenzie Partners") at 
(800) 322-2885 (toll free) or (212) 929-5500 (collect).

Only holders of record as of the close of business on the Record Date will be 
entitled to vote at the Annual Meeting. If you were a stockholder of record on 
the Record Date, you will retain your voting rights for the Annual Meeting even 
if you sell your shares after the Record Date. Accordingly, it is important that
you vote the shares held by you on the Record Date, or grant a proxy to vote 
such shares, even if you sell such shares after the Record Date.

ALTHOUGH YOU MAY VOTE MORE THAN ONCE, ONLY ONE PROXY WILL BE COUNTED AT THE 
ANNUAL MEETING, AND THAT WILL BE YOUR LATEST-DATED, VALIDLY EXECUTED PROXY

Quorum Requirement 

The presence, in person or by proxy, of a majority of the shares of Common Stock
outstanding entitled to vote as of the Record Date at the Annual Meeting must be
present to constitute a quorum. If you return valid proxy instructions or attend
the meeting in person, your shares will be counted for purposes of determining 
whether there is a quorum, even if you abstain from voting or withhold your 
votes. Broker non-votes also will be counted for purposes for determining the 
existence of a quorum. A broker non-vote occurs when a broker, bank or other 
nominee holding shares for a beneficial owner does not vote on a particular 
proposal because the broker, bank or other nominee does not have discretionary 
voting power with respect to that item and has not received voting instructions 
from the beneficial owner.

Required Vote 

With respect to Proposal 1 and assuming a quorum is present, the six nominees, 
whether nominated by management or Red Oak, receiving the highest number of 
votes will be elected as directors. Stockholders do not have the right to 
cumulate votes and must either vote in favor or withhold voting for nominees. 
Broker non-votes will have no effect on the outcome of Proposal 1.

With respect to Proposal 2 and assuming a quorum is present, ratification of 
ASUR's appointment of Ernst & Young LLP as the Company's independent auditors 
requires approval by a majority of votes present in person or by proxy at the 

-17-

Annual Meeting. Abstentions may be specified and will count as a vote against 
Proposal 2. Broker non-votes will be not be deemed to count either for or 
against Proposal 2.

Appraisal Rights

The Company's stockholders have no appraisal rights under Delaware General 
Corporation Law in connection with the Annual Meeting.

Solicitation

The entire expense of preparing and mailing this Proxy Statement and any other
soliciting material and the total expenditures relating to the solicitation of 
proxies (including, without limitation, costs, if any, related to advertising, 
printing, fees of attorneys, financial advisors, solicitors, accountants, public
relations, transportation and litigation) will be borne by Red Oak.  In addition
to the use of the mails, proxies may be solicited by Red Oak Partners, 
LLC, other Participants and/or their employees by telephone, telegram, and 
personal solicitation, for which no additional compensation will be paid to 
those persons engaged in such solicitation.  Red Oak has also retained MacKenzie
Partners as information agent.

Red Oak estimates that its total expenditures relating to the solicitation of 
proxies will be approximately $[______] (including, without limitation, costs, 
if any, related to advertising, printing, fees of attorneys, accountants, public
relations, transportation, and litigation). Total cash expenditures to date 
relating to this solicitation have been approximately $[______].

Red Oak currently intends to seek reimbursement from the Company for its actual 
expenses in connection with this solicitation and will consider seeking 
reimbursement for its expenses in opposing the go-private proposals.  Red Oak 
will leave this decision to the directors not affiliated with Red Oak [who may 
seek stockholder approval before reaching a decision.]

ADDITIONAL INFORMATION ABOUT PARTICIPANTS

None of Red Oak's nominees is employed by the Company. All of Red Oak's nominees
are citizens of the United States.  All the Red Oak nominees satisfy the 
independence requirements of Item 407 of Regulation S-K and all but Mr. Vogel 
meet the Item 407 criteria for serving as an audit committee financial expert 
either by having actively supervised a principal financial officer or by 
experience in assessing and evaluating financial statements of public companies.

None of Red Oak, any of the persons participating in this proxy 
solicitation on behalf of Red Oak or any of its nominees within the past five 
years (i) has been convicted in a criminal proceeding (excluding traffic 
violations or similar misdemeanors); (ii) has been a party to a civil 
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree, or final 
order enjoining future violations of, or prohibiting activities subject to, 
federal or state securities laws, or finding any violation with respect to such 
laws; (iii) was a party to a civil proceeding which ultimately mandated 
activities that were subject to federal securities laws.

Except as set forth in this proxy statement or in the annexes hereto, 
none of Red Oak, any of the persons participating in this proxy solicitation on 
behalf of Red Oak, the Red Oak nominees or, with respect to items (i), (vii) and
(viii) of this paragraph, any associate (within the meaning of Rule 14a-1 of the
Securities Exchange Act of 1934) of the foregoing persons (i) owns beneficially,

-18-

directly or indirectly, any securities of the Company, (ii) owns 
beneficially, directly or indirectly, any securities of any parent or subsidiary
of the Company, (iii) owns any securities of the Company of record but not 
beneficially, (iv) has purchased or sold any securities of the Company within 
the past two years, (v) has incurred indebtedness for the purpose of acquiring 
or holding securities of the Company, (vi) is or has within the past 
year been a party to any contract, arrangement or understanding with respect to 
any securities of the Company, (vii) since the beginning of the Company's last 
fiscal year has been indebted to the Company or any of its subsidiaries in 
excess of $120,000 or (viii) has any arrangement or understanding with respect 
to future employment by the Company or with respect to any future transactions 
to which the Company or any of its affiliates will or may be a party. In 
addition, except as set forth in this proxy statement or in the annexes hereto, 
none of Red Oak, any of the persons participating in this proxy solicitation on 
behalf of Red Oak, the Red Oak nominees and any associates of the foregoing 
persons, has had or is to have a direct or indirect material interest in any 
transaction or proposed transaction with the Company in which the amount 
involved exceeds $120,000, since the beginning of the Company's last fiscal 
year. 

Except as set forth in this proxy statement or in the annexes hereto, 
none of the Red Oak nominees, since the beginning of the Company's last fiscal 
year, has been affiliated with (i) any entity that made or received, or during 
the Company's current fiscal year proposes to make or receive, payments to or 
from the Company or its subsidiaries for property or services in excess of five 
percent of either the Company's or such entity's consolidated gross revenues for
its last full fiscal year, or (ii) any entity to which the Company or its 
subsidiaries were indebted at the end of the Company's last full fiscal year in 
an aggregate amount exceeding five percent of the Company's total consolidated 
assets at the end of such year. None of the Red Oak nominees is, or during the 
Company's last fiscal year has been, affiliated with any law or investment 
banking firm that has performed or proposes to perform services for the Company.

Except as set forth in this proxy statement, none of the corporations or
organizations in which the Red Oak nominees have conducted their principal 
occupation or employment was a parent, subsidiary or other affiliate of the 
Company, and the Red Oak nominees do not hold any position or office with the 
Company or have any family relationship with any executive officer or director 
of the Company or have been involved in any proceedings, legal or otherwise, of 
the type required to be disclosed by the rules governing this solicitation.

We have no reason to believe that any of the Red Oak nominees will be 
disqualified or unwilling or unable to serve if elected. Red Oak reserves the 
right to nominate substitute persons if the Company makes or announces any 
changes to its bylaws or takes or announces any other action that has, or if 
consummated would have, the effect of disqualifying any of the Red Oak 
nominees.  In addition, if any additional directorships are to be voted upon at
the Annual Meeting, Red Oak reserves the right to nominate additional persons to
fill the added positions and will appropriately amend this proxy statement.  In 
such case, shares represented by proxies given to us will be voted for any 
substitute or additional nominees of Red Oak.

Section 16(a) Beneficial Ownership Reporting Compliance

No Red Oak nominee has failed to file any reports related to ASUR that are 
required by Section 16(a) of the Securities Exchange Act of 1934, as amended.

-19-

PROXY MATERIALS ONLINE

This Red Oak proxy statement and Red Oak's other soliciting materials may be 
accessed at the following website:  www.ourmaterials.com/pinnaclefund

ADDITIONAL INFORMATION

In reliance upon Rule 14a-5(c) of the Securities Exchange Act of 1934,reference
is made to the Company's Proxy Statement dated July 17, 2009, which can be found
in the Company's public filings with the SEC.  Stockholders may read this filing
for a full description of management's director nominees, the securities 
ownership of the Board members in the Company, and additional information about 
the Company's officers and directors, including compensation information.  Also 
included in the Company's proxy statement is the date by which shareholder 
proposals intended to be submitted at the Company's 2010 annual meeting must be 
received by the Company for inclusion in the Company's proxy statement and form 
of proxy for that meeting and information regarding the various committees of 
the Company's Board and other corporate governance matters.

Where You Can Find More Information

The Company files annual, quarterly and special reports, proxy statements, and 
other information with the SEC. You may read and copy any reports, statements, 
or other information the Company files with the SEC at the SEC's public 
reference room at Station Place, 100 F Street, N.E., Washington D.C. 20549.  
Please call the SEC at 1-800-SEC-0330 for further information on the public 
reference room. These SEC filings are also available to the public from 
commercial document retrieval services and at the Internet World Wide Web site 
maintained by the SEC at http://www.sec.gov by selecting "Search" at the top 
right and then typing "forgent" into the box asking for the Company Name.

OTHER MATTERS

As of the date of this proxy statement, we are not aware of any other matter 
that will be presented for consideration at the Annual Meeting.  However, we do 
not set the agenda, and the Company may submit additional matters.

Even if you have already returned a proxy card to management, you have 
every right to revoke your earlier vote by signing, dating and mailing a BLUE 
proxy card today.

REMEMBER . . . ONLY YOUR LATEST DATED PROXY COUNTS.

LET'S MAKE THE STOCKHOLDERS A PRIORITY AT ASUR.
SUPPORT OUR EFFORTS TO ENHANCE SHAREHOLDER VALUE.
VOTE THE BLUE PROXY CARD TODAY!

YOUR VOTE IS IMPORTANT-PLEASE CALL IF YOU HAVE QUESTIONS

-20-

We have retained MacKenzie Partners to act as information agent in connection
with this proxy solicitation.  If you have any questions or require any 
assistance, including regarding online access to Red Oak's proxy materials, 
please contact MacKenzie Partners, at the following address and telephone 
number:

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If you have any questions, require assistance in voting your shares, or 
need additional copies of Red Oak's proxy materials, please call MacKenzie 
Partners at the phone numbers or email address listed below.

MacKenzie Partners, Inc. [LOGO]
105 Madison Avenue
New York, NY 10016
proxy@mackenziepartners.com
(212) 929-5500 (call collect)
Or
TOLL-FREE (800)322-2885

Shareholders may also obtain copies of Red Oak's proxy materials at
www.ourmaterials.com/pinnaclefund 

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IT IS IMPORTANT THAT YOU RETURN YOUR PROXY PROMPTLY. PLEASE SIGN AND DATE THE 
ACCOMPANYING BLUE PROXY CARD AFTER INDICATING A VOTE FOR OUR NOMINEES IN 
PROPOSAL 1 AND AGAINST RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG AS 
ASUR'S INDEPENDENT AUDITOR IN PROPOSAL AND PROMPTLY RETURN USING THE ENCLOSED 
POSTAGE-PAID ENVELOPE.

-21-

EXHIBIT A

INFORMATION ABOUT THE PARTICIPANTS 
IN THIS SOLICITATION OF PROXIES

NUMBER OF       NUMBER OF       PERCENT OF
SHARES          SHARES          CLASS
DIRECTLY        BENEFICIALLY    BENEFICIALLY
NAME AND ADDRESS(1)             OWNED           OWNED (2)       OWNED(3) 

Red Oak Partners, LLC           0               3,201,523       10.29%  

Red Oak Fund, LP                1,120,857       1,120,857       3.60%

Pinnacle Partners, LLC
32065 Castle Court
Suite 100
Evergreen, CO 80439             0               1,553,997       5.00%

Pinnacle Fund, LLLP
32065 Castle Court
Suite 100
Evergreen, CO 80439             1,553,997       1,553,997       5.00%

Bear Market Opportunity
Fund, LP 
112 East Pecan Street
Suite 806
San Antonio, TX  78205          526,669         526,669         1.69%

Cornelius Ferris
59 Presidential Drive
Southborough, MA 01772          0               0               0.00%

Pat Goepel
16 Abbottswood Drive
Sudbury, MA 01776               121,837         121,837         0.39%   

Robert (Bob) Graham
400 Panamint Road
Reno, Nevada  89521             82,076          960,698         3.09%

David Sandberg
654 Broadway, Suite 5
New York, NY  10012             0               3,201,523       10.29%

Adrian Pertierra
654 Broadway, Suite 5
New York, NY  10012             0               3,201,523       10.29%

Jeffrey Vogel
319 Blackstone Blvd.
Providence, RI 02906            60,000          60,000          0.19%

(1)   * The business address for each Red Oak participant is: 

654 Broadway, Suite 5, New York, New York  10012

(2)     The shares reported as beneficially owned by Red Oak Partners, 
LLC are those owned by Red Oak Fund, LP, Pinnacle Partners, LLC,
Pinnacle Fund, LLLP, and Bear Market Opportunity Fund, LP.

(3)     Based on 31,107,273 shares of common stock of Forgent Networks, 
Inc. outstanding at July 15, 2009, as reported in Forgent 
Networks, Inc.'s proxy statement filed with the Securities and 
Exchange Commission on July 17, 2009.

-22-

EXHIBIT B

TRANSACTIONS WITHIN THE PAST TWO YEARS BY THE PARTICIPANTS 
IN THIS SOLICITATION OF PROXIES

Red Oak and its Affiliates have made the following purchases and sales
of the Company's securities in the past two years:  

# of Shares
Date            Price   Bought/(Sold)           Purchaser

10/28/2008      0.173   32,300.00               Pinnacle
10/29/2008      0.180   19,291.00               Red Oak
10/30/2008      0.180   3,044.00                Red Oak
10/31/2008      0.180   51,600.00               Pinnacle
10/31/2008      0.180   51,600.00               Red Oak
11/3/2008       0.200   12,000.00               Pinnacle
11/5/2008       0.240   14,000.00               Pinnacle
11/5/2008       0.240   14,000.00               Red Oak
11/6/2008       0.220   8,050.00                Pinnacle
11/6/2008       0.220   8,050.00                Red Oak
11/7/2008       0.200   21,900.00               Pinnacle
11/7/2008       0.200   21,900.00               Red Oak
11/10/2008      0.210   30,000.00               Pinnacle
11/10/2008      0.210   30,000.00               Red Oak
11/11/2008      0.210   27,500.00               Pinnacle
11/11/2008      0.210   27,500.00               Red Oak
11/12/2008      0.210   9,051.00                Pinnacle
11/12/2008      0.210   9,049.00                Red Oak
11/13/2008      0.200   32,493.00               Pinnacle
11/13/2008      0.200   16,000.00               Red Oak
11/14/2008      0.229   5,200.00                Red Oak
11/17/2008      0.200   100                     Pinnacle
11/18/2008      0.227   38,254.00               Pinnacle
11/18/2008      0.227   38,256.00               Red Oak
11/19/2008      0.205   5,500.00                Pinnacle
11/19/2008      0.205   5,500.00                Red Oak
11/20/2008      0.205   20,791.00               Pinnacle
11/20/2008      0.205   40,000.00               Red Oak
11/21/2008      0.214   10,338.00               Pinnacle
11/21/2008      0.214   10,339.00               Red Oak
11/24/2008      0.200   800                     Pinnacle
12/2/2008       0.200   5,000.00                Red Oak
12/3/2008       0.197   10,002.00               Pinnacle
12/3/2008       0.197   10,002.00               Red Oak
12/4/2008       0.189   18,774.00               Pinnacle
12/4/2008       0.189   18,774.00               Red Oak
12/5/2008       0.205   4,950.00                Pinnacle
12/5/2008       0.205   4,950.00                Red Oak
12/12/2008      0.216   12,710.00               Pinnacle
12/12/2008      0.216   12,710.00               Red Oak
12/15/2008      0.206   18,524.00               Pinnacle
12/15/2008      0.206   18,525.00               Red Oak
12/17/2008      0.210   35,100.00               Pinnacle
12/17/2008      0.210   35,100.00               Red Oak
12/18/2008      0.210   7,900.00                Pinnacle
12/18/2008      0.210   7,900.00                Red Oak
12/19/2008      0.210   15,600.00               Pinnacle
12/19/2008      0.210   15,600.00               Red Oak

-23-

12/22/2008      0.203   4,300.00                Pinnacle
12/22/2008      0.203   4,300.00                Red Oak
12/23/2008      0.203   16,700.00               Pinnacle
12/23/2008      0.203   16,700.00               Red Oak
12/26/2008      0.188   25,650.00               Pinnacle
12/26/2008      0.188   25,650.00               Red Oak
12/29/2008      0.167   67,900.00               Pinnacle
12/29/2008      0.167   67,900.00               Red Oak
12/30/2008      0.162   31,569.00               Pinnacle
12/30/2008      0.162   31,569.00               Red Oak
12/31/2008      0.174   7,000.00                Pinnacle
12/31/2008      0.174   7,000.00                Red Oak
2/2/2009        0.200   175,997.00              Pinnacle
2/2/2009        0.200   143,998.00              Red Oak
2/3/2009        0.190   45,533.00               Red Oak
2/9/2009        0.165   400                     Bear
2/10/2009       0.170   1,777.00                Bear
2/11/2009       0.170   285,300.00              Bear
2/12/2009       0.180   23,609.00               Bear
2/19/2009       0.154   80,178.00               Bear
2/27/2009       0.141   114,405.00              Pinnacle
2/27/2009       0.141   114,405.00              Bear
3/2/2009        0.140   700                     Bear
3/3/2009        0.135   8,450.00                Pinnacle
3/3/2009        0.135   8,450.00                Bear
3/4/2009        0.138   4,600.00                Pinnacle
3/5/2009        0.135   11,850.00               Pinnacle
3/5/2009        0.135   11,850.00               Bear
3/6/2009        0.139   12,500.00               Pinnacle
3/6/2009        0.139   12,500.00               Red Oak
3/9/2009        0.130   2,300.00                Pinnacle
3/10/2009       0.130   5,144.00                Red Oak
3/11/2009       0.140   1,900.00                Pinnacle
3/16/2009       0.115   23,592.00               Pinnacle
3/16/2009       0.115   23,593.00               Red Oak
5/19/2009       0.180   10,031.00               Pinnacle
5/20/2009       0.180   40,248.00               Pinnacle
5/21/2009       0.180   16,000.00               Pinnacle
6/3/2009        0.180   32,900.00               Pinnacle
6/4/2009        0.180   39,200.00               Red Oak
6/9/2009        0.198   4,965.00                Pinnacle
6/10/2009       0.199   6,856.00                Pinnacle
6/11/2009       0.200   2,000.00                Pinnacle
6/12/2009       0.230   300                     Pinnacle
6/15/2009       0.221   5,965.00                Pinnacle
6/16/2009       0.229   112,200.00              Pinnacle
6/17/2009       0.230   108,700.00              Pinnacle
6/18/2009       0.239   215,572.00              Pinnacle
6/18/2009       0.239   215,572.00              Red Oak
6/19/2009       0.235   7,900.00                Pinnacle
6/19/2009       0.235   7,900.00                Red Oak
6/22/2009       0.248   12,217.00               Pinnacle
6/22/2009       0.248   12,217.00               Red Oak
6/23/2009       0.250   2,683.00                Pinnacle
6/23/2009       0.250   2,683.00                Red Oak
6/26/2009       0.250   11,060.00               Pinnacle
6/26/2009       0.250   11,061.00               Red Oak
6/29/2009       0.260   8,450.00                Pinnacle
6/30/2009       0.260   9,000.00                Pinnacle
6/30/2009       0.260   20,047.00               Red Oak

-24-

# of Shares
Date                    Bought/(Sold)           Purchaser

10/5/2007 (1)           86,981                  Pat Goepel
6/18/2009               34,856                  Pat Goepel

# of Shares
Date                    Bought/(Sold)           Purchaser

2/17/2009               5,000                   JEFFREY VOGEL
3/13/2009               20,000                  JEFFREY VOGEL
6/8/2009                1,300                   JEFFREY VOGEL
6/15/2009               33,700                  JEFFREY VOGEL

# of Shares
Date                    Bought/(Sold)           Purchaser

10/5/2007 (1)           878,622                 Global Accelerator (2)
10/5/2007 (1)           82,076                  Robert Graham

(1) shares were acquired through the exchange of iEmployee shares for ASUR
shares upon the completion the acquisition of iSarla Inc. by ASUR on October 5,
2007.

(2) Robert Graham is the manager of Global Accelerator LLC.

-25-

EXHIBIT C

BENEFICIAL OWNERSHIP OF COMMON STOCK

The following table sets forth information regarding the beneficial 
ownership of ASUR's Common Stock by each person or group known to own more than 
five percent of the outstanding shares of ASUR's Common Stock, each of the 
Company's executive officers named in the Summary Compensation Table of ASUR's 
proxy statement, each of the Company's directors, and all of its directors and 
executive officers as a group. 

The following table sets forth certain information with respect to 
beneficial ownership of ASUR's  Common Stock by and its director nominees as of 
July 15, 2009, the most recent date practicable disclosed in the Company's proxy
statement.  As of July 15, 2009, the Company states that 31,107,273 shares of 
its Common Stock were issued and outstanding. 

The following table sets forth certain information with respect to beneficial 
ownership of the Company's Common Stock as of July 15, 2009 by: 

- each person who is known by us to beneficially own more than five 
percent of the Company's  common stock; and

- each of the Company's directors at that date and nominees and named 
executive officers; and all directors and officers as a group. 

Shares
Beneficially Owned(1)(2)

Name and Address of Beneficial Owner                    Number          Percent 

Red Oak Partners, LLC, New York, NY                     3,201,523 (3)   10.29%

Fenil Shah Group, Barrington, RI                        2,111,864 (4)   6.79%

Renaissance Technologies, Inc. LLC, New York, NY        1,645,600       5.29%

Richard N. Snyder                                       983,655 (5)     3.12%

James H. Wells                                          95,672 (6)      *

Lou Mazzucchelli                                        57,772 (7)      *

Richard J. Agnich                                       97,772 (8)      *

Ray R. Miles                                            51,772 (9)      *

Jay C. Peterson                                         276,877 (10)    *

Nancy Harris                                            265,680 (11)    *

All Directors and officers as a group (7 persons)       1,829,200 (12)  5.88%
(5)(6)(7)(8)(9)(10)(11)

* Indicates ownership of less than 1% of the company's common stock

-26-

(1) Beneficial ownership as reported in the above table has been determined in 
accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as 
amended, and, with respect to persons other than Red Oak, was ascertained from 
the Company's proxy statement.  Red Oak believes that the persons and entities 
named in the table have sole voting and investment power with respect to all 
shares shown as beneficially owned by them, except as noted below. Amounts shown
include shares of the Company's Common Stock issuable upon exercise of certain 
outstanding options within 60 days after July 15, 2009. 

(2) Except for the percentages of certain parties that are based on presently 
exercisable options which are indicated in the following footnotes to the table,
the percentages indicated are based on 31,107,273 shares of the Company's Common
Stock issued and outstanding on July 15, 2009. In the case of parties holding 
presently exercisable options, the percentage ownership is calculated on the 
assumption that the shares presently held or purchasable within the next 60 days
underlying such options are outstanding. 

(3) Pursuant to Schedule 13D (Amendment No. 8) filed by Red Oak with the SEC on
July 14, 2009. 

(4) Pursuant to Schedule 13D filed by Fenil Shah Group with the SEC on May 28, 
2009.

(5) Consists of 540,772 shares held by Mr. Snyder directly and 442.933 shares 
which Mr. Snyder may acquire upon the exercise of options within 60 days after 
July 15, 2009. 

(6) Consists of 50,672 shares held by Mr. Wells directly and 45,000 shares which
Mr. Wells may acquire upon the exercise of options within 60 days after July 15,
2009. 

(7) Consists of 12,772 shares held directly by Mr. Mazzucchelli and 45,000 
shares which Mr. Mazzucchelli may acquire upon the exercise of options within 60
days after July 15, 2009. 

(8) Consists of 62,772 shares held directly by Mr. Agnich and 35,000 shares 
which Mr. Agnich may acquire upon the exercise of options within 60 days after 
July 15, 2009. 

(9) Consists of 16,772 shares held by Mr. Miles directly and 35,000 shares which
Mr. Miles may acquire upon the exercise of options within 60 days after July 15,
2009. 

(10) Consists of 52,502 shares held by Mr. Peterson directly and 224,375 shares 
which Mr. Peterson may acquire upon the exercise of options within 60 days after
July 15, 2009. 

(11) Consists of 115,512 shares held by Ms. Harris directly and 150,168 shares 
which Ms. Harris may acquire upon the exercise of options within 60 days after 
July 15, 2009. 

(12) All options held by the Company's named executive officers were granted 
under the 1989 Stock Option Plan or the 1996 Stock Option Plan. Pursuant to 
these stock option plans, all options granted thereunder are immediately 
exercisable; however, shares issued upon exercise are subject to repurchase by 
the Company, at the exercise price, to the extent of the number of shares that 
have not vested in the event that the optionees' employment terminates prior to 
all such optionees' options becoming vested.

-27-

PRELIMINARY COPY-SUBJECT TO COMPLETION

PROXY

THIS PROXY IS SOLICITED BY RED OAK/PINNACLE, ("RED OAK")

ANNUAL MEETING OF STOCKHOLDERS FOR FISCAL 2008

The undersigned stockholder of Forgent Networks, Inc. hereby appoints David 
Sandberg and Adrian Perrierra, and each or any of them with full power of 
substitution, as Proxy for the undersigned to vote all shares of common stock, 
par value $0.01, of Forgent Networks, Inc. (the "Company"), which the 
undersigned is entitled to vote at the Annual Meeting of Stockholders to be held
on August 28, 2009, or any adjournment(s) or postponement(s) thereof (the 
"Annual Meeting"), as indicated on the reverse side of this card, and to vote in
their discretion on any other matters that may properly come before the Annual 
Meeting, which were not known by the persons making this solicitation at a 
reasonable time before this proxy was solicited.

The undersigned hereby revokes any other proxy or proxies heretofore given to 
vote or act with respect to the shares of common stock of the Company held by 
the undersigned.  If properly executed, this proxy will be voted as directed on 
the reverse side.  If no direction is given, this proxy will be voted FOR the 
Red Oak nominees (Proposal 1) and AGAINST Proposal 2, the ratification of Ernst 
& Young LLP as the Company's independent registered public accounting firm for 
the fiscal year ending July 31, 2009, and in the discretion of the proxies on 
any other matters that may properly come before the Annual Meeting, which were 
not known by the persons making this solicitation at a reasonable time before 
this proxy was solicited.  

IMPORTANT: PLEASE SIGN AND DATE ON THE REVERSE SIDE AND RETURN THIS BLUE PROXY
CARD USING THE ENCLOSED POSTAGE-PAID ENVELOPE

You may also vote your shares electronically through the Internet or by 
telephone up until 11:59 P.M. Central Standard Time the day before the Annual 
Meeting date. If you choose to vote through the Internet or by telephone, there 
is no need to return the enclosed Blue proxy card.

To Vote by Internet

*       Log on to the Internet and go to the web site [http://www.____________]

*       Have the enclosed Blue proxy card on hand when you access the web 
site and you will be prompted to enter your 12-digit Control Number, 
which is located below, to obtain your records and to create an 
electronic voting instruction form.

To Vote by Telephone

*       Use any touch-tone telephone to dial [1-8__-____-______].

*       Have the enclosed [Blue] proxy card on hand when you call, and you will 
be prompted to enter your 12-digit Control Number, which is located 
below, to vote.  Follow the instructions that the Vote Voice provides 
you.

-28-

RED OAK RECOMMENDS A VOTE FOR OUR DIRECTORS (PROPOSAL 1) AND
AGAINST PROPOSAL 2.

1.      Proposal to elect the Red Oak Nominees to the Board of Directors

CORNELIUS (NEIL) FERRIS                 [ ] FOR         [ ] WITHHOLD
BOB GRAHAM                              [ ] FOR         [ ] WITHHOLD
PAT GOEPEL                              [ ] FOR         [ ] WITHHOLD
ADRIAN PERTIERRA                        [ ] FOR         [ ] WITHHOLD
DAVID SANDBERG                          [ ] FOR         [ ] WITHHOLD    
JEFFREY VOGEL                           [ ] FOR         [ ] WITHHOLD        

2.      The ratification of Ernst & Young LLP as Forgent Networks, 
Inc.'s independent registered public accounting firm for the fiscal
year ending July 31, 2009.

[ ] FOR         [ ] AGAINST     [ ] ABSTAIN 

Dated:  __________, 2009

____________________________________                                                            Signature

____________________________________
Signature (if held jointly)

Name: ______________________________

Title:______________________________

Please date this proxy, sign exactly as your name(s) appears hereon and return
this proxy promptly using the enclosed envelope. Where stock is owned by more 
than one person, all owners should sign the proxy. When signing as attorney, 
executor, trustee or guardian, please give your full title. If there is more 
than one trustee, all should sign. If a corporation, please sign in full 
corporate name by the president or other authorized officer. If a partnership, 
please sign in partnership name by an authorized person.

RED OAK RECOMMENDS A VOTE FOR OUR DIRECTORS (PROPOSAL 1) AND AGAINST PROPOSAL 2.

-29-