Asure Software (NASDAQ: ASUR)

To: Stockholders of Record of Forgent Networks, Inc. d/b/a Asure Software, as of April 13, 2009 (the "Record Date")

Re: Response to Schedule 13D Filed by Red Oak Partners, LLC on May 13, 2009

Dear Stockholder:

This letter is being furnished to you in response to the preliminary proxy statement filed by Red Oak Partners, LLC as part of its Schedule 13D filing with the SEC on May 13th, 2009. Red Oak's preliminary proxy statement is currently subject to SEC review.

The Board of Directors and management of the Company have carefully reviewed the arguments advanced by Red Oak and believe them to be misleading and based on faulty reasoning. The Board of Directors and management also believe that it is of critical importance for each stockholder to be fully informed of the facts and rationale behind this vote so as to understand why it is in stockholders' best interest to vote FOR this proposal.

WE ARE IN FAVOR OF THE GOING PRIVATE PROPOSAL BECAUSE:

(1) The Company currently faces delisting from NASDAQ, which may reduce the
    already limited liquidity for all stockholders, while preserving the
    high cost of being public and lengthening the time to profitability.

(2) The Company will save an estimated $1 Million a year in costs
    associated with being public and thus expects to achieve profitability
    sooner.

(3) Paying a premium to buy out fractional stockholders in order to go
    private is not only legal and fair to all stockholders, but also
    common practice in such transactions.

The Company has a very experienced Board and management that have spent months, along with outside experts, exhaustively evaluating various alternatives that could bring the Company to profitability sooner and increase stockholder value. The resulting analysis was clear that: 1) the Company was spending over $1 Million a year just on the cost of being public, which is out of proportion when compared to the Company's revenue from its early stage software business. 2) The Company's stock currently has limited liquidity due to the early stage of the Company and market conditions. In addition, since the Company does not meet the $1.00 minimum bid requirement for NASDAQ it faces delisting. This would further decrease liquidity for the stock but not reduce the cost burden of being publicly traded. 3) The company has aggressively cut costs and will continue to do so, but certain expenses such as its non-terminable building lease are contractual obligations that do not accommodate a short-term solution.

The Company has never considered going private in order to escape or reduce public or regulatory scrutiny, transparency or accountability. The Company has a demonstrated history of compliance and financial transparency of which it is very proud and it is the intent of the Board to continue these high standards as a private company. The proposed going private transaction also in no way diminishes the Company's legal standing and responsibilities as a Delaware company under Delaware law.

THE COMPANY'S RESPONSE TO WHAT RED OAK WANTS:

--  The Company has for some time had a near term succession plan that
    will reorganize management to be more streamlined and efficient after the
    going private transaction.

--  The Company pays employees at all levels based upon salary survey data
    drawn from companies of commensurate size and geographic region. In
    addition, the Board has an independent Compensation Committee that approves
    management's recommendations on compensation.

--  The Company already has plans to reduce service provider costs such as
    auditing and legal, but only when the Company is private and no longer has
    the stringent requirement of public reporting. To reduce provider quality
    while a public company is risky and irresponsible.

--  The Company has studied the long-term stock performance of several
    other companies who increased their stock price via a reverse stock split
    in order to remain listed on NASDAQ.  The Company has concluded that the
    reverse stock split approach provides little assurance of a sustained
    increased stock price.

--  The Company believes that a share repurchase at this time would have
    little lasting effect upon the share price, would unwisely deplete the
    Company's remaining cash, and would not be in the stockholders' best
    interest.

--  The Company has always held its annual meetings in a timely,
    consistent manner in accordance with Delaware law. Red Oak appears to be
    motivated to hold an annual meeting before the going private transaction is
    voted on in order to deny stockholders the right to choose.

--  The current Board of Directors and management is highly qualified and
    well vested with beneficial ownership of 6.04% of the Company. We believe
    that a Board with excessive stock ownership may not act with the same level
    of independence or long-term perspective that best serves stockholder
    interests.
    

The Company senior management and certain Board Members have met with or spoken to representatives of Red Oak on multiple occasions at their request. During those discussions the Company shared its plans and rationale as described above. Red Oak has failed to provide the Company with acceptable alternative plans.

WE URGE YOU TO VOTE FOR THE GOING PRIVATE PROPOSALS

Thank you for your consideration.

The Board of Directors of Forgent Networks, Inc.
d/b/a Asure Software
Asure Software (NASDAQ:ASUR)
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