Acrex Ventures Ltd.
000, 000 Xxxxxxxxx Xxxxxx
Xxxxxxxxx, X.X. X0X 0X0
DEBT SETTLEMENT AGREEMENT
Voice Mobility Inc. ("VMI") is indebted to the undersigned in an amount not
less than the amount herein agreed to be settled. The undersigned has received
notice that Acrex Ventures Ltd. ("Acrex") has conditionally agreed with VMI to
accept responsibility for settling that portion of the amount owing by VMI to
the undersigned hereinafter set forth. The undersigned hereby agrees to accept
settlement of $50,500 of the indebtedness of VMI which Acrex has assumed by the
issuance of 101,000 common voting shares in the capital of Acrex to the
undersigned at a deemed price of $0.50 per share. It is agreed that the said
amount will be considered to be the earliest monies owing to the undersigned by
VMI out of the total monies which are owing.
Upon the receipt of the said shares the undersigned will have effectively
remised, released and discharged Acrex and VMI of and from any claims for
payment of the said amount being herein settled. It is acknowledged that the
issuance of the shares to the undersigned by Acrex will be subject to the prior
approval of the Vancouver Stock Exchange ("Exchange") which has jurisdiction
over the affairs of Acrex. While the amount being settled has been owing by VMI
to the undersigned for more than one year the shares which will be issued to the
undersigned as fully paid non-assessable shares and free and clear of other
liens, charges or encumbrances may be subject to hold period or resale
restrictions imposed by the Exchange or other applicable securities laws or
regulations. The undersigned agrees to execute any further documents or
undertakings required by the Exchange or the securities regulatory authorities
having jurisdiction.
If the necessary approvals for the issuance of the shares to the
undersigned have not been received by June 30, 1999 this Agreement may be
terminated by either party at any time thereafter prior to such approvals being
received.
DATED effective March 31, 1999.
Per: /S/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx
AGREED TO:
ACREX VENTURES LTD.
Per: /s/ Xxxxx X. Xxxxxx
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Xxxxx X. Xxxxxx, President
