Asure Software, Inc. (ASUR)

[Kurupt]

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD DECEMBER 17, 2009


Dear Stockholder:


You are cordially invited to attend the annual meeting of stockholders for fiscal 2009 (the "Annual Meeting") of Forgent Networks, Inc. d/b/a Asure Software (NASDAQ: ASUR), a Delaware corporation (the "Company"), to be held at 108 Wild Basin Road, Austin, Texas 78746, on Thursday, December 17, 2009 at 9:30 a.m. local time.


At the Annual Meeting, you will be asked to act on the following matters:


1. To elect five directors to the board of directors to hold office until the next annual meeting of stockholders or until their respective successors are duly elected and qualified;


2. To ratify the Audit Committee's appointment of [___________], independent registered public accountants, as our independent auditors for the year ending July 31, 2010;


3. To approve an amendment to the Company’s Restated Certificate of Incorporation to change of the Company’s name from Forgent Networks, Inc. to Asure Software, Inc.;


4. To approve an amendment to the Company’s Restated Certificate of Incorporation to effect a 1 for 10 reverse stock split;


5. To approve the Company’s rights plan adopted on October 28, 2009 (the “Amended and Restated Rights Agreement”);


6. To approve the Company’s 2009 Equity Incentive Plan; and


7. To transact such other business as may properly come before the Annual Meeting or any adjournment thereof.