Letter of Agreement
This LOA confirms the terms of Wizzard Software Corporation's (WIZD) agreement
with Speech Systems, Inc. (SSYI), and Xx. Xxxx Xxxxxxx (Xxxxxxx).
1. WIZD will acquire 100% of the outstanding shares (500,000) of SSYI in a
one for one stock exchange basis. The total amount of shares exchanged will
not exceed 500,000. SSYI will deliver all outstanding shares of SSYI
promptly upon payment of the $5,000 specified in paragraph 3 hereof, free and
clear of any claims, conditions, liens and encumbrances, known and unknown, of
any nature whatsoever. SSYI and Costilo represent and warrant that (a) the
assets of SSYI consist solely of all right, title and interest, copyrights,
patents, trademarks, trade secrets, and other legal protections registered,
granted or applied for, free and clear of any claims, conditions, liens and
encumbrances, known and unknown, of any nature whatsoever of the Active X
Voice Tools including, without limitation, all source code, object code,
graphics, packaging, etc., reasonably necessary to build the final release
version and it's components, make revisions and modifications, and provide all
levels of technical support (the "Assets"), (b) SSYI has no liabilities of any
kind (accrued, absolute, contingent or otherwise) which could adversely affect
WIZD or the Assets, (c) the Assets are and will be upon transfer of the shares
contemplated hereby free and clear of all claims, conditions, liens and
encumbrances, known or unknown, of any nature whatsoever, (d) they have the
unrestricted right to enter into the transactions contemplated hereby, (e) the
use, performance or sale of products or services incorporating or in
connection with the Assets does not violate or infringe on any intellectual
property right or other right of any person or entity, and (f) neither SSYI
nor Costilo has otherwise infringed any intellectual property right or other
right of any person or entity. SSYI and Xxxxxxx agree that this
representation and warranty shall survive indefinitely. WIZD IS NOT ASSUMING
ANY OBLIGATIONS OR LIABILITIES OF, OR LITIGATION OR CLAIMS AGAINST, SSYI OR
COSTILO OF ANY NATURE WHATSOEVER. (g): Both parties will indemnify and hold
Xxxxxxx harmless from and against any and all liabilities of SSYI of any type
or nature whatsoever that were incurred or arose prior to the date hereof.
2. Additionally, Xx. Xxxx Xxxxxxx, President of SSYI, agrees to provide
consultant services to WIZD. Costilo will perform the task of liaison to the
software industry with a specific focus to build relationships within the
speech recognition industry, it's associated telecommunications counterparts,
develop OEM relationships, help craft and develop custom software
opportunities, and create development project teams all for the benefit of
WIZD. To begin this process WIZD will pay Xxxxxxx, as an advance against the
completion of the transactions contemplated hereby, $5,000 upon signing of
this agreement. Costilo will receive an additional payment of $15,000, as an
advance against the completion of the transactions contemplated hereby, once
$15,000 in gross revenues has been generated by the sale of SSYI's ActiveX
Voice Tools by WIZD to it's customers or once WIZD hits $1,000,000 in gross
revenue through any means in any fiscal year. If the Voice Tools are not
delivered on or prior to July1, 2001, all amounts advanced by WIZD shall be
promptly refunded.
3. At the request of WIZD, Xxxxxxx will serve on the Board of Directors of
WIZD for a period of 2 years.
4. If WIZD were to make a general assignment for the benefit of creditors,
suffer the attachment or other judicial seizure of all or a substantial
portion of its assets, admit in writing its inability to pay its debts, or
cease and desist operations, WIZD agrees to return the rights to SSYI's
ActiveX Voice Tools to SSYI within 20 days upon receiving such a request in
writing from a majority of SSYI shareholders. In return, SSYI must return
250,000 shares of stock issued to SSYI and it's shareholders pursuant to this
agreement. If the shareholders of SSYI are unable to return all 250,000
shares within 19 business days of requesting the return of SSYI's ActiveX
Voice Tools, WIZD retains all ownership rights to SSYI's ActiveX Voice Tools
indefinitely.
Wizzard Software Corporation
By/s/Xxxxx Xxxxxxx
Its: President
Date: 5/22/01
Speech Systems, Inc.
By/s/Xxxx Xxxxxxx
Its: President
Date: 5/22/01
Xx. Xxxx Xxxxxxx (individually)
/s/Xxxx Xxxxxxx
Date: 5/22/01
SPEECH SYSTEMS, INC. SHAREHOLDERS
Birth
Name shares Date SS# Address
Xxxx XxXxxxx 20,000 6/5/76 ###-##-#### 0000 Xxxx Xxxx Xxxxxx
Xxxxxxx Xxxxx, XX 00000
Xxxx Xxxxxx 15,000 8/12/53 ###-##-#### 0000 Xxxxxxxx Xxxxx
Xxxxxx Xxxxx, XX 00000
Ori Pessach 5,000 1/15/69 ###-##-#### 000 X. 00xx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Xxxx Xxxxx 11,000 6/27/52 ###-##-#### 0000 XX 0xx Xx.
Xxxxxx Xxxxx, XX 00000
Xxxxx Xxxxxxx 11,000 10/24/62 ###-##-#### 00 XX 00xx xxxxx
Xxxxx Xxxxxxx, XX 00000
Xxxx Xxxxxx 5,000 7/7/53 ###-##-#### 0000 Xxxxxxx Xxxx
Xxxxxxxxxx Xxxxxx, XX
00000
Jack Land 5,000 1/5/44 ###-##-#### 2469 Xxxxxxx Xxxxx
Xxxxxxxx, XX 00000
Xxxxx Xxxxxx 10,000 10/5/53 ###-##-#### Suite #202
Xxx Xxxxxxxxx Xxxx
Xxxxxxxx, XX 00000-5698
Xxxxx xx Xxxxxx Xxxxxx 10,000 4/21/52 ###-##-#### Apt. 0X
000 X. 00xx Xxxxxx
Xxx Xxxx, XX 00000
Xxxxxxx Xxxxxxx 5,000 8/5/19 ###-##-#### 4875 X. Xxxxxxxxx Xxxx
Xxxxxxx Xxxxx, XX 00000
Total Awarded Shares 97,000
Xxxx Xxxxxxx 403,000 2/22/50 ###-##-#### 0000 Xxxxxxxx Xxxxx
Xxxxxx Xxxxx, XX 00000
500,000
