SECOND AMENDMENT TO TECHNOLOGY TRANSFER AGREEMENT
AND SECURITY AGREEMENT ORIGINALLY DATED AUGUST 1, 1996
BETWEEN VOICENET, INC. ("VOICENET") AND SOUTHERN
GROUP LIMITED("SOUTHERN"), AS AMENDED ON NOVEMBER 1, 1996
1. The parties desire to further amend and modify Section 4 of the Technology
Transfer Agreement and recital A of the Security Agreement originally dated
as of August 1, 1996, as amended on November 1, 1996, to reflect certain
additional 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 earlier of (a) October 31, 1997, or (b)
successful closing of Voicenet, Inc.'s public securities offering;
(ii) $1 million upon the earlier of (a) October 31, 1997, or (b)
"first installation," as hereafter defined, of a COURTSMART system in
the United States by Voicenet, and (iii) $1 million on October 31,
1997. If not earlier paid, the full outstanding principal under the
Note shall be due in full 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. This amendment shall supersede any and all prior agreements of Southern and
Voicenet with respect to the specific subject matter hereof, including the
Technology Transfer Agreement, the Note and the Security Agreement
originally dated August 1, 1996, the Amendment to such documents dated
November 1, 1996, and the letter between the parties dated January 21,
1997. In all other respects, the Technology Agreement and Security
Agreement are hereby ratified and confirmed as of the date they were
originally written.
Date: Effective as of December 31, 1996
VOICENET, INC.
By: ___________________________
Name:
Title:
SOUTHERN GROUP LIMITED
By: ___________________________
Name:
Title:
