0001096906-06-001069 Sample Contracts

SERIES L 9% CONVERTIBLE PREFERRED STOCK EXCHANGE AGREEMENT Between Fonix Corporation, and McCormack Avenue, Ltd., Dated as of September 7, 2006
Exchange Agreement • September 14th, 2006 • Fonix Corp • Telephone communications (no radiotelephone) • New York

THIS SERIES L 9% CONVERTIBLE PREFERRED STOCK EXCHANGE AGREEMENT, dated as of September 7, 2006 (this “Agreement”), is entered into between Fonix Corporation, a Delaware corporation (the “Company”), McCormack Avenue, Ltd., a British Virgin Island corporation (“McCormack”). The Company and McCormack may each be referred to herein as a "Party" and collectively as the "Parties."

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SUPPLEMENTAL SECURITY AGREEMENT
Security Agreement • September 14th, 2006 • Fonix Corp • Telephone communications (no radiotelephone) • Delaware

This Security Agreement ("Agreement") dated as of May 12, 2006, by and between LecStar Telecom, Inc., a Georgia corporation ("Telecom"), Georgia Telecom Ventures, LLC, a Delaware limited liability company (“Ventures”), and LecStar DataNet, Inc., a Georgia corporation (“DataNet” and collectively with Telecom and Ventures, "Debtor") and McCormack Avenue Ltd., a British Virgin Islands corporation ("Secured Party").

EXTENSION AND MODIFICATION AGREEMENT ($10,000,000 Promissory Note)
Extension and Modification Agreement • September 14th, 2006 • Fonix Corp • Telephone communications (no radiotelephone)

This Extension and Modification Agreement (the “Extension Agreement”) is made, executed and delivered as of May 12, 2006 by Fonix Corporation, a Delaware corporation (“Borrower”), in favor of McCormack Avenue, Ltd., a British Virgin Islands corporation (“Lender”).

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