AGREEMENT For good and valuable consideration, the receipt of which is acknowledged, Alpha Capital Aktiengesellschaft and Genesis Microcap Inc. hereby agree that in connection with an aggregate investment of $1,400,000 in Notes and Warrants of Wizzard...

                           AGREEMENT


     For good and valuable consideration, the receipt of which is
acknowledged, Alpha Capital Aktiengesellschaft and Genesis Microcap Inc.
hereby agree that in connection with an aggregate investment of $1,400,000 in
Notes and Warrants of Wizzard Software Corp., except for interest accrual, all
other time effective clauses of the Transaction Documents shall employ
February 28, 2005, as the Closing Date.


                                            /s/
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                                           ALPHA CAPITAL AKTIENGESELLSCHAFT


                                           /s/
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                                          GENESIS MICROCAP INC.