EXHIBIT 10.11
FOURTH 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,
DECEMBER 31, 1996 AND AUGUST 29, 1997
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, December 31, 1996
and August 29, 1997, 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.
(C) The Holder of this Note shall upon the earlier of (a) March 31,
1998, or (b) successful closing of Voicenet, Inc.'s initial public
offering of its common stock for at least a minimum offering of
182,500 shares at $8.00 per share, convert the then outstanding
principal amount of this Note into shares of Voicenet, Inc. common
stock. The number of shares into which this Note are converted shall
be determined by dividing the aggregate outstanding principal amount
of the Note by $8.00 per share. Upon issuance of such shares in
accordance with the terms hereof, such shares will be fully paid and
nonassessable, and the corresponding principal amount of this Note
shall be deemed paid.
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 August 29, 1997 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 September 25, 1997
VOICENET, INC.
By:
___________________________
Name:
Title:
SOUTHERN GROUP LIMITED
By: ___________________________
Name:
Title: