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
May 25, 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: 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"), 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 employment contracts for the Executive
Officers of SMARTVoice Telecommunications Inc., a Georgia corporation with
SMARTVoice Telecommunications Inc., a Delaware corporation, the wholly owned
subsidiary of XxxxxXxxxxx.xxx, and delivery of a convertible promissory note for
$200,000 to be used to assist in funding the company and assumption of the
deferred compensation and expenses of SMARTVoice Telecommunications Inc., a
Georgia corporation for the period of time from May 6, 2003 until December 18,
2003.
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 therefore, patents and
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applications therefore, trademarks and applications therefore, 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.
(name) Xxxxxxx Xxxxxxx Xxxxxxx
(title) Chief Executive Officer
SMARTVoice Telecommunications, Inc., a Delaware corporation
(name) Xxxxxxx Xxxxxxx Xxxxxxx
(title) Chief Executive Officer
SMARTVoice Telecommunications, Inc., a Georgia corporation
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May 25, 2004
Page 3
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__________________________
___________________________ (title) Chief Executive Officer
SMARTVoice Telecommunications, Inc., a Delaware corporation
By__________________________
___________________________ (title) 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
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