XXXX OF SALE
This XXXX OF SALE, dated as of February 13, 2007, is given by Deep
Field Technologies, Inc., a New Jersey corporation (the "Seller") to iVoice,
Inc., a New Jersey corporation (the "Purchaser"), pursuant to that certain Asset
Purchase Agreement, dated as of the date hereof (the "Agreement"), by and
between the Seller and the Purchaser. All capitalized words and terms used in
this Xxxx of Sale and not defined herein have the respective meanings ascribed
to them in the Agreement.
In consideration of the premises and the other valuable
consideration given by the Purchaser to the Seller, the receipt and sufficiency
of which is hereby acknowledged, the Seller hereby sells, transfers, conveys,
assigns and delivers to the Purchaser, its successors and assigns, all of its
right, title and interest to and in the Assets and Liabilities (as such terms
are defined in the Agreement).
The Seller hereby constitutes and appoints the Purchaser its true
and lawful attorney to do every act and thing whatsoever which the Seller could
lawfully do in connection with the collection of all accounts and notes
receivable, trade notes and trade accounts, including, without limitation, the
endorsement in any manner of checks and drafts payable to the Seller or in the
tradename of the Seller on account of the Assets.
The Seller, by its execution of this Xxxx of Sale, and the
Purchaser, by its acceptance of this Xxxx of Sale, hereby acknowledge and agree
that neither the representations and warranties nor the rights and remedies of
any party under the Agreement shall be deemed to be enlarged, modified or
altered in any way by this instrument.
[THE REMAINDER OF THIS PAGE IS INTENTIONALLY BLANK]
IN WITNESS WHEREOF, the Seller has caused this Xxxx of Sale to be
executed by a duly authorized officer as of the date first above written.
DEEP FIELD TECHNOLOGIES, INC.
By: /s/ Xxxx Xxxxxxx
-----------------------------
Name: Xxxx Xxxxxxx
Title: Chief Financial Officer
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