EXHIBIT 10.28
CORNELL CAPITAL PARTNERS 000 Xxxxxx Xxxxxx
Xxxxx 0000
Xxxxxx Xxxx, XX 00000
____________________________
July 13, 2006
VIA FEDERAL EXPRESS
IVI Communications, Inc.
0000 X. Xxxxxxx Xxxxxxxxx, Xxxxx 000
Xxx Xxxxxxx, XX 00000
Attention: Xxxx Xxxxxx
Re: Pledge and Escrow Agreement
Dear Xx. Xxxxxx:
Pursuant to the Pledge and Escrow Agreement (the "Agreement") dated
March 27, 2006 among Cornell Capital Partners, LP ("Cornell"), IVI
Communications, Inc. (the "Company"), and Xxxxx Xxxxxxxx, Esq. (the "Escrow
Agent"), the Company has pledged to Cornell 15,000,000 shares of common stock of
the Company (the "Pledged Shares"). Cornell and the Company hereby terminate the
Agreement effective as of the date hereof.
This letter shall also serve as written notice to the Escrow Agent to
return the Pledged Shares to the Company upon receipt of this letter.
Please indicate your agreement to the foregoing by signing below where
indicated.
CORNELL CAPITAL PARTNERS, LP
By: Yorkville Advisors, LLC
Its: General Partner
By: /s/ Xxxx Xxxxxx
------------------------------
Name: Xxxx Xxxxxx
Title: President and Portfolio Manager
Agreed and acknowledged
IVI COMMUNICATIONS, INC.
By: /S/ Xxxx Xxxxxx
------------------------
Name: Xxxx Xxxxxx
Title: Chief Executive Officer
cc: Xxxxx Xxxxxxxx, Esq.
By HAND
