Corporate QualityProducts – Processes – ResultsIntegrated Management System ManualISO 9001:2000 and 14001:2004Rev. B, 08/15/05

Table of ContentsIntroduction to Ditech CommunicationsPage 2Purpose & ScopePage 3ResponsibilityPage 3References, Documents, & FormsPage 3Terms & DefinitionsPage 3An Integrated Management System (QMS / EMS)Page 4Management Responsibility & ReviewPage 5Planning & Resource ManagementPage 5Documents & RecordsPage 6Customer FocusPage 6Production RealizationPage 7QMS Supporting ElementsPage 8EMS Key ElementsPage 8Measurement, Data Analysis, & AuditsPage 9Continual ImprovementPage 9Integrated Management System Process ModelAppendix AIndex of ISO Elements & Ditech ProceduresAppendix BCurrent ISO 9001:2000 CertificateAppendix C1Current ISO 14001:2004 CertificateAppendix C2240-0000-01Rev BDitech Communications CorporationPrinted Copy is UncontrolledPage 1 of 9E02988, 08/15/05

Ditech Communications CorporationDitech Communications Corporation is a global telecommunications equipment supplier. Ditech Communications'voice processing products serve the needs of mobile and wire-line operators for circuit and packet based networks.Ditech products include high-capacity voice enhancement and echo canceller solutions that utilize advancedsoftware and digital signal processor (DSP) technology. This combination of software and hardware allows DitechCommunications to deliver Voice Quality Assurance (VQA ), a robust and cost-effective solution for voiceenhancement that includes both noise reduction and echo cancellation to create clear understandable speech and anenhanced listening experience for phone users at both ends of a call.Designed using our extensive knowledge of the improvement of voice impairment issues and our experience inbuilding solid system-level solutions, our products transform network distortions and environmental backgroundnoise into clear, quality communications that lead to greater customer satisfaction, increased usage and higherretention rates. Our comprehensive line of high-performance hardware platforms integrated with our VQA software enable service providers to deliver consistently clear voice communications to their customers worldwide.Ditech Communications' VoIP products combine VQA technology with packet voice processing and securitycapabilities to enable carriers to deploy end-to-end VoIP services across network security boundaries withoutrequiring network re-architecting.Headquartered in Mountain View, California, Ditech Communications has been serving the needs oftelecommunications service providers for over 15 years, and in that time, our echo cancellation and voice qualityimprovement products have been deployed on 6 continents in more than 34 countries on over 7 million voicechannels (DS0s).Ditech (DITC) is listed on the Nasdaq National Market. (web site: BDitech Communications CorporationPrinted Copy is UncontrolledPage 2 of 9E02988, 08/15/05 & Scope1.1.Integrated System Manual: This manual describes Ditech’s integrated Quality and Environmental ManagementSystem (QMS / EMS). It includes Ditech’s QMS /EMS policies and describes how these policies areimplemented and sustained throughout the organization. The core processes of the organization are describedhere, with references to the supporting procedures of the corporate QMS / EMS.1.2.Purpose: The purpose of Ditech’s integrated Quality and Environmental Management System is to ensureproduct and service quality continue to meet the highest standards demanded by the organization and expected byits customers; and to ensure Ditech’s products, process, and services are carried out in an environmentallyresponsible and protective manner.1.3.Scope: The scope of Ditech’s activities includes the design, manufacture, marketing, sales, and service oftelecommunications equipment for voice and data networks at Ditech’s Mountain View, California facility.Responsibility2.1.Organizational Responsibility: Responsibility, authority, and interrelationships of personnel who manage,perform, and verify work affecting quality is defined through organization charts, job descriptions, corporatepolicies, and procedures. All employees have authority to take action regarding non-conformances.2.2.Quality Assurance Department: The Quality Assurance Department is responsible for ensuring the QMS / EMSsystem is established, implemented, and maintained in accordance with ISO 9001:2000 and ISO 14001:2004.2.3.Quality Assurance Manager: The Quality Assurance Manager coordinates the performance of the corporatequality management system. The Quality Assurance Manager and Facilities Manager jointly coordinate theperformance of the environmental management system. (241-0101-00)References, Documents & Forms3.1.Quality Management Systems -- RequirementsANSI / ISO / ASQ Q9001:20003.2.Environmental Management Systems -- RequirementsANSI / ISO 14001:20043.3.Ditech Workmanship Standard240-0000-023.4.Reference: Integrated Management System Process Model243-0000-023.5.Reference: ISO 9001:2000 Certificate243-0000-033.6.Reference: ISO 14001:2004 Certificate243-0600-033.7.Reference: Index of ISO Elements & Ditech Procedures243-0000-043.8.Reference: QMS and EMS Records List243-0104-003.9.Specific procedures, work instructions, and references are noted, by part number, throughout this document.Terms & Definitions4.1.ISO Standard Language: The terminology used through out this manual is consistent with the definitionsprovided in the ISO 9001:2000 and 14001:2004 standards. Supplier is used for contract manufacturer, subcontractor, and/or vendor. Organization refers to Ditech. Product may also be used to mean services provided. Environmental Aspects are elements of Ditech activities that may interact with the environment. Environmental Impacts are the changes (positive / negative) to the environment from the aspects.4.2.QMS / EMS: Quality and Environmental Management System.4.3.Environment: The physical surroundings relative to the Ditech facility (Mountain View, CA). This includes thenatural resources of air, land, and water; flora, fauna, humans and the interrelation of all of these elements.4.4.Aspect: An element of Ditech activities, products, or services that can interact with the environment. Aspects areevaluated based on the location of the activity, the frequency of the activity, and the severity of the resultingimpact or potential impact.240-0000-01Rev BDitech Communications CorporationPrinted Copy is UncontrolledPage 3 of 9E02988, 08/15/05 Any change in the environment, positive or negative, wholly or partially resulting from Ditech’sactivities, products, or services. The severity of an identified environmental impact is used to establish theobjectives and performance targets for the EMS program.An Integrated Management System5.1.ISO 9001:2000: The ISO 9001:2000 standard is the foundation for Ditech’s Quality Management System. Theadoption of ISO 9001:2000 provides the foundation for world-class processes and a Quality Management Systemthat supports continual improvements in the business. The ISO 9001:2000 standard requires documentedprocedures for: Management Responsibility & Review241-0101-00 Control of Documents & Records241-0104-00 Control of Nonconforming Material241-0110-00 Corrective & Preventive Actions241-0108-00 Internal Audits241-0117-005.2.ISO 14001:2004: The ISO 14001:2004 standard is the foundation for Ditech’s Environmental ManagementSystem. The addition of ISO 14001 provides a framework for conducting business in an environmentallyresponsible manner. Ditech’s core EMS documented procedures are: Operational Control241-0602-00 Aspects & Impacts241-0603-00 Emergency Preparedness & Response241-0604-00 Compliance with Legal & Other Requirements241-0605-005.3.Relationship of Elements: The inter-relationships among Ditech’s QMS and EMS procedures are illustrated bythe QMS / EMS Process Model. (243-0000-02) The correlation between the ISO 9001:2000 and ISO 14001:2004elements and Ditech’s procedures is illustrated by the Index of ISO Elements & Ditech Procedures (243-0000-04).5.4.Quality Policy: It is our policy to deliver excellence in our products, services, and solutions that ensure customervalue and contribute to their success. It is also our commitment that this is the result of planned and integratedefforts involving every element of our organization.5.5.Environmental Policy: Ditech Communications conducts its business in a manner that conserves the environment.It is our mission to be recognized by our employees, customers, community, and shareholders as a responsiblebusiness committed to continual improvement and the prevention of negative environmental impacts from ourbusiness activities. B This commitment is reflected through programs focused on reasonable compliance with: applicableregulations, industry standards and best practices, contractual requirements, and corporate initiatives. Asan integral part of the business decision making process, Ditech considers the relevant environmentalaspects / impacts of our operations. As part of the business relationship, Ditech expects our contract manufacturing partners and certain keysuppliers to maintain a 9001- and 14001-certified QMS / EMS.Ditech Core Beliefs: Customer Excellence: Ditech recognizes that consistently delivering defect-free products on time is onlyone characteristic of a world-class supplier. Quality relationships with our customers are equallyimportant. Ditech continually strives to improve its responsiveness to customers, to anticipate customerrequirements, and to provide customers with top-tier service. Employer Excellence: Participation in the development and improvement of Ditech's business is expectedat all levels of the organization. Ditech’s management strives to implement and improve processes byproviding employees with information, training, and opportunities to improve processes. Supplier Excellence: Ditech expects its suppliers to provide defect-free products and services that conformto our requirements. Ditech is responsible for ensuring requirements are defined clearly and delivered inan effective and timely manner. Ditech partners with suppliers committed to continual improvement intheir own quality system, and to a relationship with Ditech.Policy Communication & Review: The Quality and Environmental Management Policies are discussed with newemployees as part of their orientation, and are displayed in key locations throughout the workplace. Periodically,management reviews these policy statements to ensure appropriateness and continued suitability to theorganization. (243-0000-01)Ditech Communications CorporationPrinted Copy is UncontrolledPage 4 of 9E02988, 08/15/05

6.0Management Responsibility & Review6.1.Management Commitment: Ditech executive management acknowledges its responsibility for providing a qualitypolicy, establishing a management representative, and conducting quality management system reviews.(241-0101-00) Ditech’s management is responsible for: leadership and communication to the organization.Defining strategic quality goals and objectives, including statutory and customer requirements.Ensuring continual improvement of products, processes, and the quality system.Delegating appropriate responsibilities to ensure compliance with quality objectives.Defining job descriptions, and organizational responsibilities / authority for all staff.Responsibility for Quality: Ditech’s management is responsible for creating and implementing quality policiesand procedures. All process owners must ensure that processes are properly controlled. All employees areresponsible for the quality of their work, as it contributes to the quality of Ditech products and services. Managersand team leaders recognize that they must ensure every team member is appropriately trained, and able to takecorrective action when required. Finally, opportunities to improve existing processes are sought and taken.Executive planning strategies are communicated to the employees through management staff and quarterlycompany meetings. The Quality Assurance department is responsible for: Ensuring the requirements of the ISO 9001:2000 and 14001:2004 Standards are understood, implemented,and maintained throughout the organization. Ensuring corrective actions are implemented to resolve issues identified in internal and/or external audits. Conducting system audits per the ISO 9001:2000 and 14001:2004 standards and Ditech’s QualityManagement System (241-0117-00). Reporting to the executive staff on the effectiveness of the integrated QMS / EMS including a review ofpertinent product, process, and customer data.Management Review: Management review of the QMS / EMS part of the Mangers’ Quarterly Business Review.Data from various departments is reviewed against established corporate objectives. Management review isintended to determine whether the data is representative of a functional QMS / EMS. This includes a review ofinternal process audits, corrective / preventive actions, corporate initiatives, and EMS programs. This periodicreview of the QMS / EMS ensures its suitability, accuracy, and relevance to the organization. Recommendationsfor program changes and improvements are presented to the Executive Staff for their discussion and approval.Action items from the review are assigned to appropriate managers and other Ditech personnel to supportcontinual improvement objectives and customer satisfaction. Meeting minutes are used to communicate theeffectiveness of the QMS / EMS, and to document continual improvement progress. (241-0101-00)Planning & Resource Management7.1.Quality Planning: Ditech is dedicated to ensuring products and services conform to the quality standards andspecifications required by our customers. Process-specific documentation supporting these activities is referred toas th