Law Offices of
XXX-XXX & XXXX, LLP
000 Xxxx Xxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxxxxx, Xxxxxxxxxx 00000
Telephone: (000) 000-0000
Facsimile: (000) 000-0000
January 1, 2004
Xxxxxxx Xxxxxxx Xxxxxxx
Chief Executive Officer
SMARTVoice Telecommunications, Inc., a Delaware corporation
0000X Xxxxxx Xxxx Xxxx XXX 000
Xxxxxxxxxxxx, Xxxxxxx 00000
Xxxxxxx Xxxxxxx Xxxxxxx
Chief Executive Officer
SMARTVoice Telecommunications, Inc., a Georgia corporation
0000X Xxxxxx Xxxx Xxxx XXX 000
Xxxxxxxxxxxx, Xxxxxxx 00000
Re: Amended Agreement (Short Form) re. Acquisition of the Assets of
SMARTVoice Telecommunications, Inc., a Georgia corporation, by
SMARTVoice Telecommunications, Inc., a Delaware corporation
Gentlemen:
The purpose of this letter is to memorialize the agreement which has been
reached by and between SMARTVoice Telecommunications, Inc., a Georgia
corporation ("SMARTVoice Georgia") and SMARTVoice Telecommunications, Inc., a
Delaware corporation ("SMARTVoice Delaware"), a wholly-owned subsidiary of ORBIT
BRANDS CORPORATION (formerly known as "XxxxxXXXXXX.xxx Corporation"), pursuant
to which SMARTVoice Delaware shall acquire all of the intellectual property
assets of the VoIP (Voice over Internet Protocol) division of SMARTVoice Georgia
(the "IP Assets") for a purchase price consisting of (1) the multi-year
executive employment agreement for the Chief Executive Officer of SMARTVoice
Georgia, Xxxxxxx X. Xxxxxxx, with SMARTVoice Delaware, effective as of January
1, 2004, which provides for base salary and additional terms of compensation as
set forth therein, and (2) delivery of convertible promissory notes for an
aggregate of $570,000 (consisting of two promissory notes for $110,000 each in
favor of Xxxxxxxxx X. Xxxxx and Xxxxxx Xxxxxxx, and a third promissory note for
$350,000 in favor of Xxxxxxx X. Xxxxxxx).
Xxxxxxx X. Xxxxxxx
January 1, 2004
Page 2
The transfer of Assets includes all rights, title and interests in all
intellectual property of the VoIP division of SMARTVoice Georgia, including but
not limited to any and all copyrights and applications therefor, patents and
applications therefor, trademarks and applications therefor, licensing,
technology, proprietary information, software, formulas, and any other claimed
proprietary information, vendor contracts and any other tangible and intangible
intellectual property of the VoIP division of SMARTVoice Georgia.
As the parties have discussed, this letter agreement is intended to be
fully effective and binding upon the parties, until and unless it is superceded
by a long-form acquisition agreement signed by both parties.
Please advise as to your further instructions, and call us with any
questions.
Thank you.
Cordially,
Xxxx X. Xxxx
Acknowledged, agreed to and accepted:
SMARTVoice Telecommunications, Inc., a Georgia corporation
By__________________________________________
Xxxxxxx Xxxxxxx Xxxxxxx, Chief Executive Officer
SMARTVoice Telecommunications, Inc., a Delaware corporation
By__________________________________________
Xxxxxxx Xxxxxxx Xxxxxxx, Chief Executive Officer
cc: Xxxxxx X. Xxxxxxx
Chairman and Chief Executive Officer
ORBIT BRANDS CORPORATION
00 Xxxxxxxxx Xxxxxx, Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
