THIRD AMENDMENT TO TECHNOLOGY TRANSFER AGREEMENT
AND SECURITY AGREEMENT ORIGINALLY DATED AUGUST 1, 1996
BETWEEN VOICENET, INC. ("VOICENET") AND SOUTHERN
GROUP LIMITED("SOUTHERN"), AS AMENDED ON NOVEMBER 1, 1996
AND DECEMBER 31, 1996
1. The parties desire to further amend and modify Section 4 of the Technology
Transfer Agreement and recital A of the Security Agreement originally dated
as of August 1, 1996, as amended on November 1, 1996 and December 31, 1996,
to reflect certain additional modifications to the Promissory Note made by
Voicenet to the order of Southern, representing consideration for the
transfer of the Technology, as defined in the Technology Transfer Agreement,
which Technology was pledged as collateral security for the repayment of the
Promissory Note under the Security Agreement, as follows:
(A) The Note shall be payable by Voicenet to Southern as follows: (i)
$2.5 million upon the earlier of (a) March 31, 1998, or (b)
successful closing of Voicenet, Inc.'s public securities offering;
(ii) $1 million upon the earlier of (a) March 31, 1998, or (b)
"first installation," as hereafter defined, of a COURTSMART system in
the United States by Voicenet, and (iii) $1 million on March 31, 1998.
If not earlier paid, the full outstanding principal under the
Note shall be due in full on March 31, 1998.
(B) "First installation" shall mean when Voicenet signs its first
installation contract which is not subject to revocation by the
customer for an amount of at least $30,000.
2. This amendment shall supersede any and all prior agreements of Southern and
Voicenet with respect to the specific subject matter hereof, including the
Technology Transfer Agreement, the Note and the Security Agreement
originally dated August 1, 1996, the Amendments to such documents dated
November 1, 1996 and December 31, 1996, and the letter between the parties
dated January 21, 1997. In all other respects, the Technology Agreement
and Security Agreement are hereby ratified and confirmed as of the date
they were originally written.
Date: Effective as of August 29, 1997
VOICENET, INC.
By:
___________________________
Name:
Title:
SOUTHERN GROUP LIMITED
By: ___________________________
Name:
Title:
