October
8, 2009

     

    Snap
Telecommunications, Inc.

    Aequus
Technologies Corp.

    1 Blue
Hill Plaza, 14th
Floor

    PO Box
1626

    Pearl
River, New York 10965

    Attention:
Thomas Kielty, President and CEO

     

    Dear Mr.
Kielty:

     

    The
purpose of this letter (the “Letter”) is to set
out certain agreements between Snap Telecommunications, Inc., Aequus
Technologies Corp. and their respective direct and indirect subsidiaries
(collectively, jointly and severally, “Aequus”) and
WorldGate Communications, Inc., OJO Service LLC and their respective direct and
indirect subsidiaries (collectively, jointly and severally, “WGAT”, and together
with Aequus, the “Parties”) to provide
for a cooperative business relationship on a going-forward basis.

    


    WGAT and
Aequus are interested in settling all obligations under the AEQ-WGAT Agreements,
terminating the AEQ-WGAT Agreements following such settlement and entering into
a new agreement regarding the resale of certain video phones.  For
purposes of this Letter, “AEQ-WGAT Agreements”
means all current and prior agreements, contracts, licenses, leases,
commitments, arrangements or understandings, written or oral, including, but not
limited to, any sales orders or purchase orders, between any of the Parties
prior to the date of this Letter, including, but not limited to, the agreements
listed on Exhibit A of this Letter.  Initial capitalized terms not
defined in this Letter shall have the definition attributed to such term in the
AEQ-WGAT Agreements.

    


    For good
and valuable consideration, receipt of which is hereby acknowledged, and
intending to be legally bound, the Parties hereby agree as follows:

    


    1.      Outstanding
Amounts.  Each of the Parties acknowledges and agrees that
Aequus owes WGAT the following outstanding amounts under the AEQ-WGAT
Agreements:

     

    
      
        	
              	
                (a)

              	
                $742,351.98
      for products ordered by Aequus from WGAT pursuant to the Reseller
      Agreement, dated as of March 22, 2006, as amended by the Revised and
      Restated Amendment and Master Contract, dated as of March 31, 2008
      (collectively, the “Current Reseller
      Agreement”);

              


      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    October
8, 2009

    Page
2

     

    
      	
               
      

            	
              (b)

            	
              $6,070.00
      for Tier 2 Support Services for the period February 1, 2009 through May
      30, 2009 pursuant to the License, Maintenance and Update Services
      Agreement, dated as of March 31, 2008 (the “Current License
      Agreement”);

            


    

     

    
      	
               
      

            	
              (c)

            	
              $27,335.49
      for the Maintenance and Update Service Fee for the period April 1, 2009
      through May 30, 2009 pursuant to the Current License
      Agreement;

            


    

     

    
      	
               
      

            	
              (d)

            	
              $9,762.67
      for the License Fee for the period April 1, 2009 through August 30, 2009
      pursuant to the Current License Agreement;
and

            


    

     

    
      	
               
      

            	
              (e)

            	
              $5,625.00
      for Aequus’s share of the fees related to the Arbitration
      Claim.

            


    

     

    2.      Actions on the Signing of
this Letter.

     

    
      	
               
      

            	
              (a)

            	
              Aequus
      shall

            


    

     

    
      
        	
              	
                (i)

              	
                on
      the date of this Letter, execute and deliver to WGAT the reseller
      agreement attached as Exhibit B of this Letter (the “New Reseller
      Agreement”);

              


      

    

     

    
      
        	
              	
                (ii)

              	
                on
      or before October 26, 2009, pay to WGAT fifty thousand forty dollars
      ($54,040.00), in cash by wire transfer of immediately available funds to
      the account or accounts designated by WGAT, in payment for the purchase by
      Aequus of one hundred sixty seven (167) additional video phones from WGAT
      pursuant to the terms of the New Reseller Agreement, plus any additional
      amounts required for such purchase pursuant to the New Reseller Agreement,
      including, but not limited to, insurance, storage, shipping, taxes, duties
      and special packaging and/or
handling;

              


      

    


    
      
        	
              	
                (iii)

              	
                on
      or before November 26, 2009, pay to WGAT fifty thousand forty dollars
      ($54,040.00), in cash by wire transfer of immediately available funds to
      the account or accounts designated by WGAT, in payment for the purchase by
      Aequus of one hundred sixty seven (167) additional video phones from WGAT
      pursuant to the terms of the New Reseller Agreement, plus any additional
      amounts required for such purchase pursuant to the New Reseller Agreement,
      including, but not limited to, insurance, storage, shipping, taxes, duties
      and special packaging and/or
handling;

              


      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      October
8, 2009

      Page
3

    

     

    
      
        	
              	
                (iv)

              	
                on
      or before each of December 31, 2009, January 29, 2010, February 26, 2010,
      March 31, 2010 and April 30, 2010, to the extent WGAT has available
      inventory of video phones on any such date, pay to WGAT sixteen thousand
      two hundred twelve dollars ($16,212.00), in cash by wire transfer of
      immediately available funds to the account or accounts designated by WGAT,
      in payment for the purchase by Aequus of fifty (50) additional video
      phones on each such date from WGAT pursuant to the terms of the New
      Reseller Agreement, plus any additional amounts required for such purchase
      pursuant to the New Reseller Agreement, including, but not limited to,
      insurance, storage, shipping, taxes, duties and special packaging and/or
      handling;

              


      

    

     

    
      
        	
              	
                (v)

              	
                on
      or before each of May 31, 2010, June 30, 2010, July 30, 2010, August 31,
      2010, September 30, 2010, October 29, 2010, November 30, 2010, December
      31, 2010, January 31, 2011 and February 28, 2011, to the extent WGAT has
      available inventory of video phones, pay to WGAT fifty five thousand three
      hundred fifteen dollars and thirty-four cents ($55,315.34), in cash by
      wire transfer of immediately available funds to the account or accounts
      designated by WGAT, in payment for the purchase by Aequus of one hundred
      seventy (170) additional video phones on each such date from WGAT pursuant
      to the terms of the New Reseller Agreement, plus any additional amounts
      for such purchase required pursuant to the New Reseller Agreement,
      including, but not limited to, insurance, storage, shipping, taxes, duties
      and special packaging and/or handling;
and

              


      

    

     

    
      
        	
              	
                (vi)

              	
                use
      its best efforts to have all items held by Iron Mountain Intellectual
      Property Management, Inc. or its assignee or successor, pursuant to the
      Third-Party Escrow Service Agreement, dated March 31, 2008, immediately
      returned to WGAT, but in no event more than three business days after the
      date of this Letter, and to have such agreement terminated in its
      entirety; and

              


      

    

     

    
      	
               
      

            	
              (b)

            	
              WGAT
      shall

            


    

     

    
      	
               
      

            	
              (i)

            	
              on
      the date of this Letter, execute and deliver to Aequus the New Reseller
      Agreement; and

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      October
8, 2009

      Page
4

    

     

    
      
        
          	
                	
                  (ii)

                	
                  within
      three business days following the date of this Letter, place in the mail
      to Aequus the original Promissory Note, dated March 31, 2008, in the
      amount of
$1,174,437.50.

                


        

      

    

     

    3.      Termination of AEQ-WGAT
Agreements.  Immediately following completion of the actions
contemplated by Section 2 of this Letter required to be performed on the date of
this Letter and except as provided in Section 4 of this Letter, (a) each of the
AEQ-WGAT Agreements shall be deemed terminated, void and of no further force and
effect, and none of the Parties shall have any further liabilities or
obligations under the AEQ-WGAT Agreements whatsoever, (b) WGAT shall release
Aequus from, and shall credit the account of Aequus with respect to, all amounts
provided in Section 1 of this Letter, (c) subject to Section 13 of this Letter,
all video phones of WGAT (other than the License IP (defined Section 13(a) of
this Letter) located at the facilities or warehouses of Aequus shall be deemed
the sole property of Aequus free and clear of all ownership rights or other
liens of WGAT and (d) all video phones of WGAT located at the facilities or
warehouses of WGAT shall be deemed the sole property of WGAT free and clear of
all ownership rights or other liens of Aequus.

     

    4.      Default.  Notwithstanding
anything to the contrary in this Letter, upon any default by Aequus under this
Letter or the New Reseller Agreement, (a) Sections 6, 10, 13, 14 and 15(a) of
this Letter shall be deemed terminated, void and of no further force and effect,
and none of the Parties shall have any further liabilities or obligations under
such sections whatsoever and (b) Aequus shall immediately pay to WGAT an amount
equal to (i)  $791,145.14 less (ii) any amounts paid by Aequus to WGAT
under Section 2(a) of this Letter.  Any amounts not paid by Aequus to
WGAT as required by this Section 4 of this Letter within two business days of
WGAT’s request for such payment shall bear interest from and including the date
of such request by WGAT to and including the date of payment in full at a rate
per annum equal to the lesser of 1.5% of the unpaid balance (annual rate of 18%)
or the maximum late payment penalty charge permitted by law.  Aequus
shall reimburse WGAT for all costs and expenses associated with WGAT’s attempts
to collect amounts due under this Letter, including, but not limited to, all
costs and expenses associated with a collection agency or legal action to
collect amounts due.

     

    5.      Representations and
Warranties of the Parties.  Each Party hereby makes the
following representations and warranties to the other Party, each of which shall
survive the closing of the transactions contemplated by this
Letter:

     

    
      	
               
      

            	
              (a)

            	
              Status.  Such
      Party is an entity validly existing and in good standing under the laws of
      the jurisdiction in which it was
formed.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Authorization.
      Such Party has the requisite power and authority to execute and deliver
      this Letter and the documents contemplated by Section 2 of this Letter and
      to perform the transactions to be performed by it
      hereunder.  Such execution, delivery and performance shall have
      been duly authorized by all necessary action on the part of such
      Party.  This Letter constitutes the valid and binding obligation
      of such Party, enforceable against such Party in accordance with its
      terms.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        October
8, 2009

        Page
5

      

    

     

    
      	
               
      

            	
              (c)

            	
              Consents and
      Approvals.  Neither the execution and delivery by such
      Party of this Letter, nor the performance of the transactions performed
      hereunder by such Party, will require any filing, consent, renegotiation
      or approval, or conflict with, result in any breach of or constitute a
      default under (i) any provision of any law, statute, rule or regulation,
      or any ruling, writ, injunction, order, judgment or decree of any court
      order or other governmental authority to which such Party is subject, (ii)
      the constituent documents of such Party, or (iii) any contract,
      governmental permit or other document to which such Party is
      subject.

            


    

     

    6.      Non-disparagement.  Subject
to Section 4 of this Letter, each Party agrees that it will not say or do
anything that portrays the other Party or its parent, subsidiaries or affiliated
entities, or its and their officers, directors, members, shareholders, employees
or agents in a negative light or portrays such Party’s products or services in a
negative light.  Subject to Section 4 of this Letter, without limiting
the foregoing, no Party shall make any disparaging or defamatory remark or
comment about any other Party or its parent, subsidiaries or affiliated
entities, or its and their officers, directors, members, shareholders, employees
or agents or its products or services.

     

    7.      [intentionally
omitted].

     

    8.      Certification of
Review.  Each Party certifies that it has read the terms of
this Letter, that it understands the terms of this Letter, and that it is
entering into this Letter of its own volition.  Each Party warrants
and represents that it has received independent legal advice from its attorney
regarding its decision with respect to the advisability of making and entering
into this Letter.

     

    9.      Certification of
Drafting.  Each Party and its counsel has reviewed this Letter
and has participated in its drafting and, accordingly, no Party shall attempt to
invoke the normal rule of construction to the effect that ambiguities are to be
resolved against the drafting Party in any interpretation of this
Letter.

     

    10.   Expenses.  Subject
to Section 4 of this Letter, except as otherwise explicitly provided in this
Letter, each of the Parties shall bear all of their own expenses in connection
with the negotiation and closing of this Letter and the transactions
contemplated hereby.

     

    11.   Cooperation.  Each
Party agrees to execute any and all documents reasonably requested by any other
Party in order to give effect to or acknowledge the agreements concluded or
contained in this Letter.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      October
8, 2009

      Page
6

    

     

    12.   Non-Disclosure,
Confidentiality and Other Provisions.  The Parties agree that
the provisions attached to this Letter as Exhibit C are hereby
incorporated by reference and made a part of this Letter.

     

    13.   License to
Aequus.  Subject to Section 4 of this Letter, WGAT hereby
grants to Aequus a non-exclusive, non-transferable, non-sublicensable perpetual
license to use the Licensed IP solely to support and operate Video Relay
Services and Video Remote Interpreting services in the Territory (as defined in
the New Reseller Agreement) solely with respect to video phones sold by WGAT to
Aequus and paid for in full by Aequus to WGAT and solely for Customers (as
defined in the New Reseller Agreement) that purchased a video phone sold by WGAT
to Aequus and paid for in full by Aequus to WGAT.  The license
provided in the previous sentence shall terminate if Aequus (i) does not
continually and on-going basis support and operate Video Relay Services and
Video Remote Interpreting services in such Territory for such Customers, (ii)
makes an assignment for the benefit of creditors, or (iii) files or has filed
against it, petition for relief under federal or state bankruptcy
laws.  WGAT disclaims all warranties, either express or implied,
including, but not limited to, implied warranties of merchantability, fitness
for a particular purpose or otherwise with respect to the Licensed
IP.  The Licensed IP is provided “as is” subject to the terms of this
Section 13 of this Letter.  For purposes of this Letter,

     

    
      	
               
      

            	
              (a)

            	
              “Licensed IP”
      means all intellectual property owned or held under license (to the extent
      it is able to be sub-licensed) by WGAT as of the date of this Letter which
      is required for the use and operation of video phones sold by WGAT to
      Aequus.

            


    

     

    
      	
               
      

            	
              (b)

            	
              “Intellectual
      Property” means all of the following in any jurisdiction throughout
      the world: (i) all inventions (whether patentable or unpatentable and
      whether or not reduced to practice), all improvements thereto, and all
      patents, patent applications, and patent disclosures, together with all
      reissuances, continuations, continuations-in-part, revisions, extensions,
      and reexaminations thereof, (ii) all trademarks, service marks, together
      with all applications, registrations, and renewals in connection
      therewith, (iii) all copyrightable works, all copyrights, and all
      applications, registrations, and renewals in connection therewith, (iv)
      all computer software (including source code, executable code, data,
      databases, and related documentation), and (v) all other proprietary
      rights.

            


    

     

    14.    Mandated
SOW.  Subject to Section 4 of this Letter, from time to time
during the term of the New Reseller Agreement, WGAT will provide to Aequus such
services as are set forth in mutually agreed written statements of work as a
result of any requirement adopted or published by the United States Federal
Communications Commission or the equivalent regulatory authority of any other
jurisdiction in the Territory (as defined in the New Reseller Agreement) (“Mandated Changes”),
which shall be negotiated and agreed upon by the Parties in accordance with the
following:

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      October
8, 2009

      Page
7

       

    

    
      	
               
      

            	
              (a)

            	
              Aequus
      shall notify WGAT in writing of any Mandated Change.  Within
      thirty (30) days after receiving such notice, WGAT shall provide Aequus
      with a proposed statement of work setting forth in reasonable detail the
      work required to be done to implement the Mandated Change, a timetable for
      performing such work, the deliverables to result from such work and the
      costs related thereto (a “Mandated SOW
      Proposal”).  Upon delivery to Aequus of a Mandated SOW
      Proposal, the Parties shall promptly commence diligent and good faith
      negotiations to agree on the terms and conditions of the Mandated SOW
      Proposal, including, but not limited to, the costs of engaging a third
      party subcontractor by WGAT to perform services in connection with such
      Mandated SOW Proposal (if necessary).  If the Parties cannot
      agree on the terms and conditions of the Mandated SOW Proposal within
      seven (7) days following delivery of WGAT’s initial written proposal, then
      the Parties shall, upon demand by either Party, submit the Mandated SOW
      Proposal for determination by an arbitrator in accordance with the
      following:

            


    

     

    
      	
               
      

            	
              (i)

            	
              Each
      Party shall submit its most recent proposal (in a form suitable for
      execution as a statement of work) and any other materials deemed relevant
      by such Party, to the American Arbitration Association or such other
      independent expert or organization with expertise in the design and
      development of systems for delivery of video phone services as the Parties
      may agree, such agreement not to be unreasonably withheld, conditioned or
      delayed.  If such expert determines that WGAT’s financial terms
      are commercially reasonable, then Aequus shall be obligated to accept the
      financial terms of the last proposal made by WGAT.  If such
      expert determines that WGAT’s terms are not commercially reasonable, and
      that Aequus’s terms are commercially reasonable, then WGAT shall be
      obligated to accept the financial terms of the last proposal made by
      Aequus.  If such expert determines that WGAT’s and Aequus’s
      terms are not commercially reasonable, then such expert shall determine
      commercially reasonable terms that are between the terms proposed by
      Aequus and the terms proposed by WGAT.  The decision of the
      expert shall be final and binding on the Parties, and the proposal
      determined to be commercially reasonable shall be immediately executed and
      delivered by the Parties and each Party shall become bound
      thereby.

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      October
8, 2009

      Page
8

    

     

    15.    Releases.

     

    
      	
               
      

            	
              (a)

            	
              WGAT
      Release.  Subject to Section 4 of this Letter, the WGAT
      Parties, hereby forever fully, irrevocably and unconditionally releases
      and discharges the Aequus Parties from any and all Claims which the WGAT
      Parties can, shall or may have against the Aequus Parties (collectively,
      the “WGAT
      Released Claims”), except that the WGAT Released Claims shall not
      include the obligations of Aequus under this Letter or the New Reseller
      Agreement.  The WGAT Parties hereby irrevocably agree to refrain
      from directly or indirectly asserting any claim or demand or commencing
      (or causing to be commenced) any suit, action, or proceeding of any kind,
      in any court or before any tribunal, against any Aequus Party based upon
      any WGAT Released Claim.  It is understood and agreed by all
      Parties that the release in this Section 15(a) of this Letter is a general
      release of the Aequus Parties, and it is to be construed in the broadest
      possible manner consistent with applicable
law.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Aequus
      Release.  The Aequus Parties hereby forever fully,
      irrevocably and unconditionally releases and discharges the WGAT Parties
      from any and all Claims which the Aequus Parties can, shall or may have
      against the WGAT Parties (collectively, the “Aequus Released
      Claims”), except that the Aequus Released Claims shall not include
      the obligations of WGAT under this Letter or the New Reseller Agreement.
      The Aequus Parties hereby irrevocably agree to refrain from directly or
      indirectly asserting any claim or demand or commencing (or causing to be
      commenced) any suit, action, or proceeding of any kind, in any court or
      before any tribunal, against any WGAT Party based upon any Aequus Released
      Claim.  It is understood and agreed by all Parties that the
      release in this Section 15(b) of this Letter is a general release of the
      WGAT Parties, and it is to be construed in the broadest possible manner
      consistent with applicable law.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Definitions.  For
      purposes of this Letter,

            


    

     

    
      	
               
      

            	
              (i)

            	
              “Aequus Parties”
      means, collectively, jointly and severally, Aequus and/or each of its
      predecessors, successors, affiliates, successors-in-interest, executors,
      heirs, administrators, receivers, trustees, assigns, assignees and its and
      their insurers, officers, directors, members (direct and indirect),
      partners (direct and indirect), owners, past and present shareholders,
      past and present stockholders, direct or indirect subsidiaries, employees,
      agents, attorneys, lenders (and agents related thereto) and/or
      representatives.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      October
8, 2009

      Page
9

    

     

    
      
        	
              	
                (ii)

              	
                “Claims” means
      actions, suits, claims, demands, debts, dues, complaints, sums of money,
      accounts, reckonings, bonds, bills, specialities, covenants, contracts
      (whether oral or written, express or implied from any source), agreements,
      warranties, controversies, promises, judgments, extents, executions,
      variances, trespasses, liabilities or obligations of any kind whatsoever,
      in law or equity, and causes of action of every kind and nature, or
      otherwise (including, but not limited to, claims for damages, costs,
      expenses, and attorneys’, brokers’, accountants’ and other professionals’
      and consultants’ fees and expenses) arising out of or related, directly or
      indirectly, to events, facts, conditions or circumstances existing or
      arising from the beginning of the world, through and until the day of date
      of this Letter, whether arising in law, admiralty, or equity or by
      statute, by regulation, or otherwise, whether known or unknown, suspected
      or unsuspected, unanticipated as well as anticipated and that now exist or
      may hereafter accrue based on matters now unknown as well as known,
      including, but not limited to, any and all claims and demands under,
      related to, arising from, or in any way connected with the AEQ-WGAT
      Agreements or the ownership of any video phones or other products located
      at the facilities or warehouses of the other
  Party.

              


      

    

     

    
      
        	
              	
                (iii)

              	
                “WGAT Parties”
      means, collectively, jointly and severally, WGAT and/or each of its
      predecessors, successors, affiliates, successors-in-interest, executors,
      heirs, administrators, receivers, trustees, assigns, assignees and its and
      their insurers, officers, directors, members (direct and indirect),
      partners (direct and indirect), owners, past and present shareholders,
      past and present stockholders, direct or indirect subsidiaries, employees,
      agents, attorneys, lenders (and agents related thereto) and/or
      representatives.

              


      

    

     

    
      	
               
      

            	
              (d)

            	
              WGAT Warranty to
      Aequus Regarding the Settlement of All Claims.  WGAT
      represents and warrants that it is the exclusive owner of the Aequus
      Released Claims and that, as of the date of their execution of this
      Letter, they have not assigned, sold, transferred or otherwise conveyed
      those claims to any other persons or entities.  WGAT represents
      and warrants that, as of the date of their execution of this Letter, they
      have not filed with any court, tribunal or alternative dispute resolution
      organization any claim, demand, action, joinder or cause of action against
      Aequus.  If this warranty and representation should later be
      found to be untrue, then, in addition to any other relief or damages to
      which Aequus may be entitled, WGAT shall, at no cost or expense to Aequus,
      immediately file all documents and take all action necessary to have the
      claim, action or cause of action dismissed or discontinued with
      prejudice.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      October
8, 2009

      Page
10

    

     

    
      	
               
      

            	
              (e)

            	
              Aequus Warranty to
      WGAT Regarding the Settlement of All Claims.  Aequus
      represents and warrants that it is the exclusive owner of the WGAT
      Released Claims and that, as of the date of full execution of this Letter,
      they have not assigned, sold, transferred or otherwise conveyed those
      claims to any other persons or entities.  Aequus represents and
      warrants that, as of the date of their execution of this Letter, they have
      not filed with any court, tribunal or alternative dispute resolution
      organization any claim, demand, action, joinder or cause of action against
      WGAT.  If this warranty and representation should later be found
      to be untrue, then, in addition to any other relief or damages to which
      WGAT may be entitled, Aequus shall, at no cost or expense to WGAT,
      immediately file all documents and take all action necessary to have the
      claim, action or cause of action dismissed or discontinued with
      prejudice.

            


    

     

    [Signature Page
Follows]

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Please
indicate your agreement to the terms of this Letter by executing the enclosed
copy of this Letter.  This Letter will be null and void if it has not
been executed by Aequus and returned to WGAT before 5:00 p.m., New York time, on
October 8, 2009.

     

    
      
        	
                WorldGate
      Communications, Inc.

              
	 
      	 
      
	
                By:

              	
                /s/ George Daddis

              
	 
      	
                Name:
      George Daddis

              
	 
      	
                Title:
      CEO and President

              


      

    

     

    
      
        	
                OJO
      Service LLC

              
	 
      	 
      
	
                By:

              	
                WorldGate
      Communications, Inc., its sole member

              
	 
      	 
      
	 
      	
                By:

              	
                /s/ George Daddis

              
	 
      	
                Name:
      George Daddis

              
	 
      	
                Title:
      CEO and President

              


      

    

     

    Acknowledged
and agreed to as of

    this 8th
day of October, 2009:

     

    Snap
Telecommunications, Inc.

    


    
      
        
          	
                  By:

                	
                  /s/ Thomas W. Kielty

                
	 
      	
                  Name:
      Thomas W. Kielty

                
	 
      	
                  Title:
      CEO and President

                
	 
      	 
      
	
                  Aequus
      Technologies Corp.

                
	 
      	 
      
	
                  By:

                	
                   /s/ Thomas W. Kielty

                
	 
      	
                  Name:
      Thomas W. Kielty

                
	 
      	
                  Title:
      CEO and President

                


        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT A OF
LETTER

     

    
      	
               
      

            	
              1.

            	
              Revised
      and Restated Amendment and Master Contract, dated as of March 31,
      2008

            


    

     

    
      	
               
      

            	
              2.

            	
              Third-Party
      Escrow Service Agreement, dated March 31,
2008

            


    

     

    
      	
               
      

            	
              3.

            	
              Escrow
      Agreement, dated as of March 31,
2008

            


    

     

    
      	
               
      

            	
              4.

            	
              License,
      Maintenance and Update Services Agreement, dated as of March 31,
      2008

            


    

     

    
      	
               
      

            	
              5.

            	
              Master
      Agreement, dated as of March 31,
2008

            


    

     

    
      	
               
      

            	
              6.

            	
              Rental
      Agreement, dated as of March 31,
2008

            


    

     

    
      	
               
      

            	
              7.

            	
              Promissory
      Note, dated March 31, 2008, in the amount of
  $1,174,437.50

            


    

     

    
      	
               
      

            	
              8.

            	
              Mutual
      Confidentiality Agreement, dated as of March 31,
  2008

            


    

     

    
      	
               
      

            	
              9.

            	
              Transition
      Services Agreement, dated as of March 31,
2008

            


    

     

    
      	
            	
              10.

            	
              Reseller
      Agreement, dated as of March 22,
2006

            


    

     

    
      	
            	
              11.

            	
              Professional
      Services Agreement, dated as of August 14,
2006

            


    

     

    
      	
            	
              12.

            	
              Video
      Service Provider Agreement, dated as of May 16,
  2006

            


    

     

    
      	
            	
              13.

            	
              Agreement,
      dated April 18, 2008, between Aequus, WGAT and Mototech,
    Inc.

            


    

     

    
      	
            	
              14.

            	
              Settlement
      Agreement and Mutual Release, dated as of January 27,
  2009

            


    

     

    
      	
            	
              15.

            	
              Mutual
      Release, dated as of March 31, 2008

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT B OF
LETTER

     

    [FORM OF
RESELLER AGREEMENT]

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    EXHIBIT C OF
LETTER

     

    1.            
Definitions.  The
following terms are defined as follows:

    


    (a)           “Confidential
Information” means (i) any and all information concerning either Party or
its affiliates which has been or is, in the future, furnished by such Party (the
“Provider”) or
any of its Representatives (as defined below) to the other Party (the “Recipient”) or any of
its Representatives, orally or in writing (whatever the form or storage medium),
including, but not limited to, information concerning its subsidiaries,
affiliates, businesses, operations, markets, products, product specifications,
designs, documentation, technical data, trade secrets, processes, computer
programs (in object or source code form), know-how, research and development,
financial condition, results of operations, projections, strategies, marketing
information, contracts, customers, employees and prospects, and (ii) any and all
notes, analyses, compilations, studies or other documents prepared by the
Recipient or any of its Representatives containing or reflecting any
Confidential Information described in clause (i). The term “Confidential
Information” does not include information which the Recipient demonstrates: (A)
was or becomes generally available to or known by the public (other than as a
result of a disclosure directly or indirectly by the Recipient or any of its
Representatives who received such information pursuant hereto); or (B) was or
becomes available to the Recipient or any of its Representatives on a
non-confidential basis, prior to its disclosure to the Recipient by the Provider
or its Representatives; provided that, the source of
such information is not otherwise known by the Recipient after reasonable
investigation to be bound by a confidentiality agreement with the Provider or
any of its Representatives, or to be under a contractual, legal, fiduciary or
other obligation to the Provider or any of its Representatives not to transmit
the information to the Recipient.

    


     (b)           The
term “Representative”
means, with respect to either Party, such Party’s affiliates and its and their
officers, directors, stockholders, members, partners, employees, financial and
other advisors, attorneys, accountants, consultants and agents.

    


    2.            
Use of Confidential
Information.

    


    (a)           Any
Confidential Information provided to the Recipient hereunder will be used by
such Party and its Representatives solely for the purpose of performing their
responsibilities under this Letter and the New Reseller Agreement and shall not
be used by such Party for any other purpose, including, but not limited to, use
in any way detrimental to the other Party. The Recipient shall maintain the
strict confidentiality of any Confidential Information provided to it or any of
its Representatives by the other Party or any of its Representatives and shall
not disclose any part of it to any other person; provided that, (i) it may
disclose any such Confidential Information or portions thereof to its
Representatives subject at all times to Section 3 of this Exhibit C, and (ii) it
may disclose any such Confidential Information in accordance with Section 4 of
this Exhibit C.  The Recipient shall treat the Confidential
Information with the same degree of care as it would its own, but in no event
with less than reasonable care.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (b)           The
Provider shall retain the entire right, interest and title to its Confidential
Information.  No license under any patent, copyright, trademark, other
intellectual property right or any application therefor, is hereby granted or
implied by the provision of Confidential Information to the
Recipient.  The Recipient shall not alter or obliterate any trademark
or any other proprietary mark or notice thereof of the Provider on any copy of
the Confidential Information, and shall reproduce any such mark or notice on all
copies of the Confidential Information.  In the event product samples
are furnished hereunder, such samples shall only be use as reasonably required
in accordance with this Letter, and the Recipient shall not de-compile,
disassemble or otherwise attempt to reverse engineer the samples.

    


    3.            
Representatives. Each
Party may disclose Confidential Information to those of its Representatives who
have a reasonable need to know such information in order to assist the Recipient
in performing their responsibilities under this Letter; provided that, prior to any
such disclosure, (a) the Recipient informs any such Representative of the terms
of this Letter and (b) such Representative agrees to preserve the
confidentiality of the Confidential Information.  Each Party shall
take all such actions as will ensure that its Representatives comply with the
terms of this Letter. Each Party will be responsible for any breach of this
Letter by any of its Representatives.

    


    4.            
Subpoenas,
etc.  If the Recipient or any of its Representatives becomes
required by law or applicable legal process to disclose any Confidential
Information furnished by the Provider, the Recipient shall provide the Provider
with prompt prior written notice of such requirement and the terms of and
circumstances surrounding such requirement so that such Provider may seek an
appropriate protective order or other remedy, or waive compliance with the terms
of this Letter, and the Recipient shall provide such cooperation with respect to
obtaining a protective order or other remedy as the Provider shall reasonably
request.  If, in the absence of protective order or other remedy or
the receipt of a waiver by the Provider, the Recipient or any of its
Representatives are nonetheless, in the written opinion of its counsel,
reasonably acceptable to the Provider, legally compelled to disclose
Confidential Information to any tribunal or else stand liable for contempt or
suffer other censure or penalty, the Recipient or its Representatives may,
without liability hereunder, disclose to such tribunal only that portion of the
Confidential Information which such counsel advises the Recipient is legally
required to be disclosed; provided that, the Recipient
exercises its best efforts to obtain an appropriate protective order or other
reasonable assurance that confidential treatment will be accorded such
Confidential Information by such tribunal.

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    5.            
Effect of Termination
on Confidential Information.  In the event of a termination of
this Letter or the Reseller Agreement or at the request of either Party, the
Recipient shall immediately (a) cease using the Confidential Information, (b)
return to the Provider any Confidential Information furnished by the Provider or
any of its Representatives and (c) destroy any and all copies of such
Confidential Information and any and all notes, analyses, compilations, studies
or other documents prepared by the Recipient or any of its Representatives
containing or reflecting any Confidential Information.  Any
destruction required pursuant to this Section 5 of this Exhibit C shall, upon
request of the Provider, be certified in writing to the Provider by an
authorized officer supervising such destruction.  Notwithstanding the
return or destruction of the Confidential Information, each Party and its
Representatives will continue to be bound by its obligations of confidentiality
and other obligations hereunder.

    


    6.           
 Non-Disclosure.  Without
the prior written consent of the other Party, each Party will not, and will
cause its Representatives not to, disclose to any person (including, but not
limited to, by press release or other public statement) (a) that any Party has
requested or received Confidential Information from the other Party or (b) the
terms, conditions or other facts concerning this Letter or the rights and
obligations of the Parties under this Letter, including, but not limited to, the
status or existence thereof; provided that, either Party
may make such disclosure if required by law or the rules of any securities
exchange or market. The term “person” as used in
this Letter shall be broadly interpreted to include, without limitation, the
media and any corporation, partnership, group, individual or other
entity.  Aequus acknowledges and agrees that WGAT will publicly
disclose this Letter in filings with the U.S. Securities and Exchange
Commission

    


    7.           
 Accuracy of
Materials. Neither Party makes any representation or warranty, express or
implied, as to the accuracy or completeness of the Confidential Information
provided or to be provided by it or any of its Representatives.  No
Party nor any of its Representatives will have any liability to the other Party
or any other person resulting from any action taken or any inaction occurring in
reliance on any Confidential Information provided by the other Party or any of
its Representatives or the contents thereof.

    


    8.           
 Remedies.
Each Party agrees to indemnify and hold the other Party and its stockholders
harmless from any damages, loss, liabilities, diminution in value of property,
costs and expenses (including, but not limited to, attorney fees and expenses)
arising out of any breach of this Letter by such Party or its
Representatives.   Each Party acknowledges and agrees that money
damages are an inadequate remedy for breach of the confidentiality and
nonsolicitation provisions of this Letter because of the difficulty of
ascertaining the amount of damage that will be suffered in the event that this
Letter is breached.  Therefore, each Party shall be entitled to
equitable relief, including, but not limited to, an injunction and specific
performance, in the event of any breach of the confidentiality and
nonsolicitation provisions of this Letter by the other Party or any of its
Representatives, in addition to all other remedies available to such Party at
law or in equity.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    9.            
Nonsolicitation. In
consideration of Confidential Information being furnished to Aequus by WGAT,
Aequus hereby agrees that, from the date of the Letter until two years after the
date of termination of the New Reseller Agreement, without obtaining the prior
written consent of WGAT, Aequus will not, nor will any of its affiliates or
Representatives, employ or solicit for employment any employee of WGAT, or
induce any employee of WGAT to terminate such employee’s employment with WGAT;
provided that, advertisements
by way of newspapers, magazines, trade publications, internet or general media
or non-directed executive search shall not constitute a violation of this
provision.

    


    11.           Compliance with
Law.  Recipient agrees that it will not indirectly (a) export
any technical Confidential Information acquired under this Letter or any
commodities using such Confidential Information to any country to which the
United States government forbids export or, at the time of export, requires an
export license or approval, without first obtaining such license or approval, or
(b) use any such Confidential Information to engage in or facilitate the trading
of any securities, in either case, in violation of any prevailing laws and
regulations in any applicable jurisdiction.  Each Party acknowledges
and agrees that it is aware that applicable securities laws prohibit any person
who has material, non-public information concerning Aequus, WGAT or their
affiliates from purchasing or selling any securities of Aequus, WGAT or their
affiliates, or from communicating such information to any other person or entity
under circumstances in which it is reasonably foreseeable that such person is
likely to purchase or sell such securities.

    


    12.           Notices.  Notices
given hereunder shall be in writing and shall be deemed to have been duly given
on the date established by the sender as having been delivered personally, upon
confirmation of receipt if sent by facsimile, on the date delivered by a private
courier as established by the sender by evidence obtained from the courier, on
the third day after the date mailed, if mailed by certified or registered mail,
return receipt requested, postage prepaid, to the Party being notified at its
address or facsimile number set forth below or such other address as the
addressee may subsequently notify the other Party of in writing:

    


    If to Aequus:

    


    1 Blue
Hill Plaza, 14th Floor

    PO Box
1626

    Pearl
River, New York 10965

    Attention:  Chief
Executive Officer

    Facsimile:
845-652-7109

    


    If to WGAT:

    


    3190 Tremont Avenue

    Trevose,
Pennsylvania 19053

    Attn: General Counsel

    Facsimile:
215-354-1049

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    13.           Miscellaneous.

    


    (a)           No
failure or delay by any Party in exercising any right, power or privilege
hereunder will operate as a waiver thereof, nor will any single or partial
exercise thereof preclude any other or further exercise thereof or the exercise
of any other right, power or privilege hereunder.

    


    (b)           This
Letter, including the Exhibits to the Letter, embodies the entire agreement and
understanding of the Parties with respect to the subject matter hereof and
supersedes all prior discussions, negotiations, agreements and understandings
among the Parties with respect to the subject matter hereof.

    


    (c)           This
Letter shall be governed by and construed in accordance with the laws of the
Commonwealth of Pennsylvania, without giving effect to any choice of law or
conflicts of laws provisions or rule of any jurisdiction that would cause the
substantive laws of any other jurisdiction to apply. Aequus hereby irrevocably
and unconditionally consents to submit to the exclusive jurisdiction of the
courts of either the Court of Common Pleas of Bucks County, Pennsylvania and of
the United States of America located in the Eastern District of Pennsylvania for
any actions, suits or proceedings arising out of or relating to this Letter.
Aequus hereby irrevocably and unconditionally waives any objection to the laying
of venue of any action, suit or proceeding arising out of this Letter, in the
courts of either the Court of Common Pleas of Bucks County, Pennsylvania and of
the United States of America located in the Eastern District of Pennsylvania and
hereby further irrevocably and unconditionally waives and agrees not to plead or
claim in any such court that any such action, suit or proceeding brought in any
such court has been brought in an inconvenient forum.

    


    (d)           This
Letter may be amended, and any provisions hereof may be waived, only by a
writing signed by all Parties.  The Parties have negotiated this
Letter and the language of this Letter shall not be construed for or against
either Party.

    


    (e)           Neither
Party may assign this Letter or any of its rights hereunder without the written
consent of the other Party, except that WGAT may assign this Letter to an
affiliate of WGAT without Aequus’s consent.  This Letter shall be
binding upon and inure to the benefit of the Parties and their respective
successors and assigns.

    


    (f)           If
any portion or provision of this Letter shall to any extent be declared illegal
or unenforceable by a court of competent jurisdiction, then the remainder of
this Letter, or the application of such portion or provision in circumstances
other than those as to which it is so declared illegal or unenforceable, shall
not be affected thereby, and each portion and provision of this Letter shall be
valid and enforceable to the fullest extent permitted by applicable
law.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    (g)           This
Letter may be executed in multiple counterparts, each of which shall be deemed
an original but all of which together shall constitute one and the same
instrument.  This Letter, any and all agreements and instruments
executed and delivered in accordance herewith, along with any amendments hereto
or thereto, to the extent signed and delivered by means of E-mail, a facsimile
machine or other means of electronic transmission, shall be treated in all
manner and respects and for all purposes as an original signature, agreement or
instrument and shall be considered to have the same binding legal effect as if
it were the original signed version thereof delivered in person.

    


    [End of Exhibit
C]