AMENDMENT TO TECHNOLOGY TRANSFER AGREEMENT AND SECURITY AGREEMENT DATED AUGUST
1, 1996 BETWEEN VOICENET, INC. ("VOICENET") AND SOUTHERN GROUP LIMITED
("SOUTHERN")
1. The parties desire to amend and modify Section 4 of the Technology Transfer
Agreement and recital A of the Security Agreement dated as of August 1, 1996 to
reflect certain modifications to the Promissory Note made by Voicenet to the
order of Southern, representing consideration for the transfer of the
Technology, as defined in the Technology Transfer Agreement, which Technology
was pledged as collateral security for the repayment of the Promissory Note
under the Security Agreement, as follows:
(A) The Note shall be payable by Voicenet to Southern as follows: (i) $2.5
million upon the successful closing of Voicenet, Inc.'s public securities
offering, (ii) $1 million upon the "first installation", as hereafter
defined, of a COURTSMART system in the United States by Voicenet, and (iii)
$1 million on October 31, 1997.
(B) "First installation" shall mean when Voicenet signs its first
installation contract which is not subject to revocation by the customer
for an amount of at least $30,000.
2. In all other respects, the Technology Transfer Agreement and Security
Agreement are hereby ratified and confirmed as of the date they were originally
written.
Date: Effective as of November 1, 1996
VOICENET, INC.
By:__________________________
SOUTHERN GROUP LIMITED
By:__________________________
