AMENDMENT TO THE INVESTMENT AGREEMENT
AMENDMENT
TO THE INVESTMENT AGREEMENT
This
Amendment to the Investment Agreement is made as of the ____ day of September
2007.
BETWEEN
VOICSERVE,
INC. a Delaware corporation (the “Company”).
AND
DUTCHESS
PRIVATE EQUITIES FUND, LTD. (THE “INVESTOR”)
WHEREAS,
the Company and the Investor desire to amend the Investment Agreement to remove
language regarding the Company’s right to withdraw that portion of the put that
is below the Minimum Acceptable Price, as defined within the Investment
Agreement.
NOW,
THEREFORE, IN CONSIDERATION of the mutual covenants contained in this Amendment
to the Investment Agreement, and for other good and valuable consideration
the
receipt and adequacy of which are hereby acknowledged, the Company and the
Investor agree as follows:
1)
|
Section
2(C) Company’s Right of Withdrawal shall be
removed.
|
2)
|
All
terms within Section 2 of the Investment Agreement shall be adjusted
to
reflect the Appropriate reference
section.
|
(Signature
pages to follow)
VOICESERVE,
INC.;
By: /s/
Xxxxxxx Bibelman
Name:
Xxxxxxx Bibelman
Title:
Chief Executive Officer
DUTCHESS
PRIVATE EQUITIES FUND LTD.
By: /s/Xxxxxxx
Xxxxxxxx
Name:
Xxxxxxx Xxxxxxxx
Title:
Director