f8k011508ex10i_voiceserve.htm


    ACQUISITION
      AGREEMENT

     

    THIS
      AGREEMENT is dated for
      reference this ___ day of January, 2008.

    


    


    BETWEEN:

    


    
      	
               

            	
              VOICESERVE,
                INC.
                (“VOICESERVE”), a company incorporated pursuant to the laws of
                Delaware and having an office located at Cavendish House, 369 Burnt
                Oak
                Broadway, Edgaware, Middlesex HA8 5AW;


            


    

    


    
      	
               

            	
              (“Voiceserve”)
                

            


    

    


     OF
      THE FIRST PART

    


    AND:

     

    
      	
               

            	
              KRZYSZTOF
                OGLAZA (“Oglaza”),
                LUKASZ NOWAK (“Nowak”) and MICHAL KOZLOWSKI (“Kozlowski”), being
                the principals to VOIPSWITCH, INC.
                (“VOIPSWITCH”), a company incorporated pursuant to the laws of
                Seychelles and having an office located at Trinity House, 1st
                Floor, Albert Street, Mahe, Seychelles;


            


    

    


    ("VoipSwitch”)

    


     OF
      THE SECOND PART

    


    WHEREAS:

    
      


      
        	
                A.  

              	
                
                  VoipSwitch
                    is a company that provides a platform that allows implementing
                    various
                    types of Voice Over the Internet Protocol (“VOIP”) services; and
                    

                

              


      

       

    

    
      	
              B.  

            	
              Voiceserve
                is a global telecommunications company;
                and

            


    

     

    
      	
              C.  

            	
              Voiceserve
                desires to purchase all the issued and outstanding shares of common
                stock
                in the capital of VoipSwitch (the “Shares”) and all of the assets of
                VoipSwitch as listed in Schedule A (the “Assets”) on the terms and
                conditions hereinafter set forth;

            


    

     

    NOW
      THEREFORE THIS AGREEMENT
      WITNESSES that in consideration of the premises and mutual agreements and
      covenants herein contained, the parties hereby covenant and agree as
      follows:

     

    
      	
              1.

            	
              VOIPSWITCH’S
                REPRESENTATIONS 

            


    

    


    Voipswitch
      hereby makes the following
      representations and warranties to Voiceserve, each of which is true and correct
      on the date hereof and will be true and correct on the Closing Date, each of
      which shall be unaffected by any investigation made by Voiceserve and shall
      survive the Closing Date:

    


    
      	
               

            	
              (a)

            	
              The
                authorized capital of Voipswitch consists of 100,000 shares of common
                stock at a par value of $1.00 per share and. The total number of
                common
                shares issued and outstanding as of January 10, 2008 is 100,000.
                As of
                January 10, 2008, there are no shares of preferred stock issued and
                outstanding. Additionally, as of January 10, 2008, there are no
                outstanding or authorized options, dividends, warrants, agreements,
                subscriptions, calls, demand or rights of any character relating
                to the
                capital stock of VoipSwitch; 

            


    

     

     

    
      
        
        

      

      
        1

        
          

        

      

      
        
        

      

    

     

    
 

    
      	
               

            	
              (b)

            	
              VoipSwitch
                is a corporation duly incorporated, validly existing and in good
                standing
                under the laws of Seychelles and has all requisite corporate power
                and
                authority to own its property and operate its business as and where
                it is
                now being conducted; 

            


    

    


    
      	
               

            	
              (c)

            	
              VoipSwitch
                is duly licensed or qualified and in good standing in the province
                of
                Delaware, which is the sole jurisdiction in which the nature of
                VoipSwitch’s assets or the business conducted by VoipSwitch makes
                qualification necessary; 

            


    

    


    


    
      	
               

            	
              (e)

            	
              VoipSwitch
                has good and marketable title to all of its assets free and clear
                of all
                mortgages, liens, pledges, charges, claims, leases, restrictions
                or
                encumbrances of any nature whatsoever, and subject to no restrictions
                with
                respect to transferability. All of VoipSwitch’s assets are in its
                possession and control; 

            


    

    


    
      	
               

            	
              (f)

            	
              VoipSwitch
                has not given a power of attorney, which is currently in effect,
                to any
                person, firm or corporation for any purpose whatsoever;
                

            


    

    


    
      	
               

            	
              (g)

            	
              VoipSwitch
                has not entered into any other agreement or granted any option to
                sell or
                otherwise transfer any of its assets;


            


    

    


    
      	
               

            	
              (h)

            	
              To
                the knowledge of VoipSwitch, each contract, lease, license, commitment
                and
                agreement to which it is a party is in full force and effect and
                constitutes a legal, valid and binding obligation of all of the parties
                thereto. VoipSwitch is not in default and has not received or given
                any
                notice of default, and to VoipSwitch’s knowledge, no other party thereto
                is in default, under any such contract, lease, license, commitment
                or
                other agreement or under any other obligation relating to VoipSwitch’s
                assets or its business; 

            


    

    


    
      	
               

            	
              (i)

            	
              There
                are no outstanding orders, judgments, injunctions, awards or decrees
                of
                any court, arbitrator or governmental or regulatory body involving
                VoipSwitch. No suit, action or legal, administrative, arbitration
                or other
                proceeding or reasonable basis therefor, or, to the best of VoipSwitch’s
                knowledge, no investigation by any governmental agency pertaining
                to
                VoipSwitch or its assets is pending or has been threatened against
                VoipSwitch which could adversely affect the financial condition or
                prospects of VoipSwitch or the conduct of the business thereof or
                any of
                VoipSwitch’s assets or materially adversely affect the ability of the
                shareholders of VoipSwitch to consummate the transactions contemplated
                by
                this Agreement; 

            


    

    


    
      	
               

            	
              (j)

            	
              To
                its knowledge, VoipSwitch has not infringed any patent or patent
                application, copyright or copyright application, trademark or trademark
                application or trade name or other proprietary or intellectual property
                right of any other person or received any notice of a claim of such
                infringement; 

            


    

    


    
      	
               

            	
              (k)

            	
              VoipSwitch
                has the right to use all data and information necessary to permit
                the
                conduct of its business from and after the Closing Date, as such
                business
                is and has been normally conducted;


            


    

    


    
      	
               

            	
              (l)

            	
              The
                Articles of VoipSwitch permit it to carry on its present business
                and to
                enter into this Agreement; 

            


    

    


    
      	
               

            	
              (m)

            	
              The
                performance of this Agreement will not be in violation of the Articles
                of
                VoipSwitch or any agreement to which VoipSwitch is a party and will
                not
                give any person any right to terminate or cancel any agreement or
                any
                right enjoyed by VoipSwitch and will not result in the creation or
                imposition of any lien, encumbrance or restriction of any nature
                whatsoever in favour of a third party upon or against the assets
                of
                VoipSwitch; 

            


    

     

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    
 

    
      	
               

            	
              (n)

            	
              VoipSwitch
                holds all permits, licences, registrations and authorizations necessary
                for it to conduct its business; 

            


    

    


    
      	
               

            	
              (o)

            	
              VoipSwitch
                is not in violation of any federal, state, municipal or other law,
                regulation or order of any government or regulatory authority;
                

            


    

    


    
      	
               

            	
              (p)

            	
              VoipSwitch
                has filed with the appropriate government agencies all tax or information
                returns and tax reports required to be filed, and such filings are
                substantially true, complete and correct;


            


    

    


    
      	
               

            	
              (q)

            	
              All
                federal, state, municipal, foreign, sales, property or excise or
                other
                taxes whether or not yet due have been fully paid or adequately provided
                for; 

            


    

    


    
      	
               

            	
              (r)

            	
              The
                corporate records and minute books of VoipSwitch contain complete
                and
                accurate minutes of all meetings of the directors and shareholders
                of
                VoipSwitch held since incorporation;


            


    

    


    
      	
               

            	
              (s)

            	
              All
                material transactions of VoipSwitch have been promptly and properly
                recorded or filed in or with its respective books and records; and
                

            


    

    


    
      	
               

            	
              (t)

            	
              VoipSwitch
                has complied with all laws, rules, regulations and orders applicable
                to it
                relating to employment, including those relating to wages, hours,
                collective bargaining, occupational health and safety, employment
                standards and workers' compensation.


            


    

    


    
      	
              2.

            	
              VOICESERVE'S
                REPRESENTATIONS 

            


    

    


    Voiceserve
      hereby makes the following
      representations and warranties to VoipSwitch, each of which is true and correct
      on the date hereof and will be true and correct on the Closing Date, each of
      which shall be unaffected by any investigation made by Voiceserve and shall
      survive the Closing Date:

    


    
      	
               

            	
              (a)

            	
              The
                authorized capital of Voiceserve consists of 100,000,000 shares of
                common
                stock at a par value of $0.001 per share and 100,000,000 shares of
                preferred stock with a par value of $0.001 per share. The total number
                of
                common shares issued and outstanding as of January 10, 2008 is 23,477,425.
                As of January 10, 2008, there are no shares of preferred stock issued
                and
                outstanding. Additionally, as of January 10, 2008, there no are
                outstanding or authorized options, dividends, warrants, agreements,
                subscriptions, calls, demand or rights of any character relating
                to the
                capital stock of Voiceserve; 

            


    

    


    
      	
               

            	
              (b)

            	
              Voiceserve
                is a corporation duly incorporated, validly existing and in good
                standing
                under the laws of the State of Delaware and has all requisite corporate
                power and authority to own its property and operate its business
                as and
                where it is now being conducted; 

            


    

    


    
      	
               

            	
              (c)

            	
              Voiceserve
                is in good standing with respect to its filings with the Delaware
                Secretary of State; 

            


    

    


    
      	
               

            	
              (d)

            	
              Voiceserve
                has no subsidiaries and owns no interest in any corporation, partnership,
                proprietorship or any other business entity;


            


    

    


    
      	
               

            	
              (e)

            	
              Voiceserve
                currently has no assets or liabilities other than cash received for
                share
                subscriptions; 

            


    

    


    
      	
               

            	
              (f)

            	
              Voiceserve
                has not entered into any other agreement or granted any option to
                sell or
                otherwise transfer any of its assets or its securities;
                

            


    

     

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

    
 

    
      	
               

            	
              (g)

            	
              Voiceserve
                is not a party to any contracts, leases, licenses, commitments and
                other
                agreements relating to its assets or its business;
                

            


    

    


    
      	
               

            	
              (h)

            	
              There
                are no outstanding orders, judgments, injunctions, awards or decrees
                of
                any court, arbitrator or governmental or regulatory body involving
                Voiceserve. No suit, action or legal, administrative, arbitration
                or other
                proceeding or reasonable basis therefor, or, to the best of Voiceserve’s
                knowledge, no investigation by any governmental agency, pertaining
                to
                Voiceserve or its assets is pending or has been threatened against
                Voiceserve which could adversely affect the financial condition or
                prospects of Voiceserve or the conduct of the business thereof or
                any of
                Voiceserve’s assets or materially adversely affect the ability of
                Voiceserve to consummate the transactions contemplated by this Agreement;
                

            


    

    


    
      	
               

            	
              (i)

            	
              The
                Articles and Bylaws of Voiceserve permit it to carry on its present
                business and to enter into this Agreement;


            


    

    


    
      	
               

            	
              (j)

            	
              The
                performance of this Agreement will not be in violation of the Articles
                or
                Bylaws of Voiceserve or any agreement to which Voiceserve is a party;
                

            


    

    


    
      	
               

            	
              (k)

            	
              Voiceserve
                is not in violation of any federal, state, municipal or other law,
                regulation or order of any government or regulatory authority;
                

            


    

    


    
      	
               

            	
              (l)

            	
              Voiceserve
                has filed with the appropriate government agencies all tax or information
                returns and tax reports required to be filed, and such filings are
                substantially true, complete and correct;


            


    

    


    
      	
               

            	
              (m)

            	
              No
                federal, state, municipal, foreign, sales, property or excise or
                other
                taxes are payable by Voiceserve; 

            


    

    


    
      	
               

            	
              (n)

            	
              The
                corporate records and minute books of Voiceserve contain complete
                and
                accurate minutes of all meetings of the directors and shareholders
                of
                Voiceserve held since incorporation; and


            


    

    


    
      	
               

            	
              (o)

            	
              All
                material transactions of Voiceserve have been promptly and properly
                recorded or filed in or with its respective books and records.
                

            


    

    


    3.                      
      SALE OF SHARES

    


    On
      the Closing Date, upon the terms and
      conditions herein set forth, Voiceserve agrees to pay Krzysztof Oglaza, Lukasz
      Nowak and Michal Kozlowski (or their designated nominees) U.S. $200,000
      representing in total U.S. $600,000 being 20% of the Consideration Price, such
      amounts to be paid in cleared funds upon completion of the acquisition of the
      entire issued share capital of VoipSwitch and Voiceserve being registered as
      the
      beneficial owner of the entire issued share capital of VoipSwitch
      (“Completion”). At the end of each month following Completion for a period of 12
      months, Voiceserve will pay to each of Krzysztof Oglaza, Lukasz Nowak and Michal
      Kozlowski (or their designated nominees) U.S. $16,666.66 (the “Individual
      Payment”) representing in total U.S. $600,000 being 20% of the Consideration
      Price. Upon Completion, the balance of the Consideration Price, being U.S.
      $1,800,000, shall be paid through the issuance to Krzysztof Oglaza, Lukasz
      Nowak
      and Michal Kozlowski (or their designated nominees) of restricted shares of
      Voiceserve’s common stock (“Consideration Shares”) at a price per share of U.S.
      $0.48.  Each of Krzysztof Oglaza, Lukasz Nowak and Michal Kozlowski
      (or their designated nominees) shall be entitled to the Consideration Shares
      in
      equal proportions of 1,250,000 (33% x the number of Consideration Shares
      representing U.S. $1,800,000 to be issued).  For the avoidance of
      doubt, the Consideration Shares each have the right to vote one share of
      Voiceserve’s common stock.  For the further avoidance of doubt
      issuance of Consideration Shares shall be conditional upon each of Krzysztof
      Oglaza, Lukasz Nowak and Michal Kozlowski entering into a service contract
      with
      Voiceserve (or such other entity nominated by Voiceserve) as referred to in
      paragraph 4 below and each of Krzysztof Oglaza, Lukasz Nowak and Michal
      Kozlowski continuing to supply their services to Voiceserve (or such other
      entity nominated by Voiceserve) for a period of not less than 36 months
      following Completion.   

     

     

    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    

     

     

    Upon
      Completion, each of Krzysztof Oglaza, Lukasz Nowak and Michal Kozlowski will
      enter into a service contract with Voiceserve (or such other entity nominated
      by
      Voiceserve) on terms to be agreed between the parties.  It is a
      condition of the terms contained in this letter that transactions 1 to 4 above
      are to be agreed together as part of a composite transaction.

    


    


    4.                      
      CLOSING

    


    The
      sale and purchase of the Share
      shall be closed at the office of VoipSwitch at 10:00 A.M. (Greenwich Mean time)
      on January 15, 2008 or on such other date or at such other place as may be
      agreed upon by the parties (the “Closing Date”).

    


    5.                      
      ACTIONS BY THE PARTIES PENDING CLOSING

    


    From
      and after the date hereof and
      until the Closing Date, Voiceserve and VoipSwitch covenant and agree
      that:

    


    
      	
               

            	
              (a)

            	
              Voiceserve
                and VoipSwitch, and their authorized representatives, shall have
                full
                access during normal business hours to all documents of Voiceserve
                and
                VoipSwitch and each party shall furnish to the other party or its
                authorized representatives all information with respect to the affairs
                and
                business of Voiceserve and VoipSwitch as the parties may reasonably
                request; 

            


    

    


    
      	
               

            	
              (b)

            	
              Voiceserve
                and VoipSwitch shall conduct their business diligently and substantially
                in the manner previously conducted and Voiceserve and VoipSwitch
                shall not
                make or institute any unusual or novel methods of purchase, sale,
                management, accounting or operation, except with the prior written
                consent
                of the other party. Neither Voiceserve nor VoipSwitch shall enter
                into any
                contract or commitment to purchase or sell any assets or engage in
                any
                transaction not in the usual and ordinary course of business without
                the
                prior written consent of the other party;


            


    

    


    
      	
               

            	
              (c)

            	
              Without
                the prior written consent of the other party, neither Voiceserve
                nor
                VoipSwitch shall transfer any of its assets or the assets of its
                subsidiaries. 

            


    

    


    
      	
               

            	
              (d)

            	
              Without
                the prior written consent of the other party, neither Voiceserve
                nor
                VoipSwitch shall increase or decrease the compensation provided to
                its
                employees, officers, directors or agents;


            


    

    


    
      	
               

            	
              (e)

            	
              Neither
                Voiceserve nor VoipSwitch will amend its Articles of Incorporation
                or
                Bylaws, or make any changes in its respective authorized or issued
                capital
                without the prior written approval of the other party;
                

            


    

    


    
      	
               

            	
              (f)

            	
              Neither
                Voiceserve nor VoipSwitch shall act or omit to do any act, or permit
                any
                act or omission to act, which will cause a breach of any contract,
                commitment or obligation; and 

            


    

    


    
      	
               

            	
              (g)

            	
              Neither
                Voiceserve nor VoipSwitch will declare or pay any dividend or make
                any
                distribution, directly or indirectly, in respect of their respective
                capital stock, nor will they directly or indirectly redeem, purchase,
                sell
                or otherwise acquire or dispose of shares in their respective capital
                stock. 

            


    

    


    6.                      
      CONDITIONS PRECEDENT TO VOIPSWITCH’S OBLIGATIONS

    


    Each
      and every obligation of VoipSwitch
      to be performed on the Closing Date shall be subject to the satisfaction by
      the
      Closing Date of the following conditions, unless waived in writing by
      Voiceserve:

     

     

    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    

     

    
 

    
      	
               

            	
              (a)

            	
              The
                representations and warranties made by VoipSwitch in this Agreement
                shall
                be true and correct on and as of the Closing Date with the same effect
                as
                though such representations and warranties had been made or given
                by the
                Closing Date; 

            


    

    


    
      	
               

            	
              (b)

            	
              VoipSwitch
                shall have performed and complied with all of their obligations under
                this
                Agreement which are to be performed or complied with by them by the
                Closing Date; 

            


    

    


    
      	
               

            	
              (c)

            	
              VoipSwitch
                shall have provided Voiceserve with the opportunity to review all
                of
                VoipSwitch’s relevant financial records and Voiceserve shall be satisfied
                with such review as Voiceserve may determine in its sole opinion;
                

            


    

    


    
      	
               

            	
              (d)

            	
              VoipSwitch
                shall have obtained the necessary consent of its shareholders to
                effect
                the transactions contemplated herein;


            


    

    


    
      	
               

            	
              (e)

            	
              VoipSwitch
                shall deliver to Voiceserve: 

            


    

    


    
      	
               

            	
              (i)

            	
              a
                certified true copy of resolutions of VoipSwitch’s Board of Directors
                authorizing the transfer of the Shares from Oglaza, Nowak and
                Kozlowski  and  to Voiceserve, the registration of the
                Shares in the name of the Voiceserve and the issuance of a share
                certificate representing the Shares in the name of the Voiceserve;
                

            


    

    


    
      	
               

            	
              (ii)

            	
              share
                certificates representing the Shares issued in the name of and accompanied
                by duly executed Irrevocable Powers of Attorney to transfer the Shares
                to
                Voiceserve; and 

            


    

    


    
      	
               

            	
              (iii)

            	
              A
                share certificate or certificates registered in the name of the
                Voiceserve, signed by the President of VoipSwitch, representing the
                Shares. 

            


    

    


    


    
      	
              7.

            	
              CONDITIONS
                PRECEDENT TO VOICESERVE’S OBLIGATIONS


            


    

    


    Each
      and every obligation of Oglaza,
      Nowak and Kozlowski and VoipSwitch to be performed on the Closing Date shall
      be
      subject to the satisfaction by the Closing Date of the following conditions,
      unless waived in writing by VoipSwitch:

    


    
      	
               

            	
              (a)

            	
              The
                representations and warranties made by Voiceserve in this Agreement
                shall
                be true and correct on and as of the Closing Date with the same effect
                as
                though such representations and warranties had been made or given
                by the
                Closing Date; 

            


    

    


    
      	
               

            	
              (b)

            	
              Voiceserve
                shall have performed and complied with all of its obligations under
                this
                Agreement which are to be performed or complied with by its by the
                Closing
                Date; 

            


    

    


    
      	
               

            	
              (c)

            	
              Voiceserve
                shall deliver to VoipSwitch: 

            


    

    


    
      	
               

            	
              (i)

            	
              a
                certified true copy of resolutions of Voiceserve’s Board of Directors
                authorizing the issuance of the Consideration Shares to Oglaza, Nowak
                and
                Kozlowski; 

            


    

    


    
      	
               

            	
              (ii)

            	
              share
                certificates representing the VoipSwitch Shares issued in the names
                of
                Oglaza, Nowak and Kozlowski in equal amounts in accordance with paragraph
                3 herein, representing the Shares; and


            


    

     

     

    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    

     

    
 

    
      	
               

            	
              (iii)

            	
              U.S
                $200,000 delivered each to Oglaza, Nowak and Kozlowski.
                

            


    

    


    8.                      
      ADDITIONAL TERMS

    


    In
      addition to the Actions by the
      Parties Pending Closing, the Conditions Precedent to VoipSwitch’s Obligations
      and the Conditions Precedent to Voiceserve’s Obligations, the Closing Date shall
      be subject to the satisfaction by the Closing Date of the following conditions,
      unless mutually waived in writing by both Parties:

    


    (a)           
      Voiceserve shall appoint a person designated by VoipSwitch as Director on
      Voiceserve’s Board of Directors (the “Appointee”).  Such Appointee
      shall serve an initial three-year term from the Closing Date (“Appointee
      Term”).  Should the Appointee Term expire, Appointee resign or be
      removed from the Board of Directors, for any reason, any replacement of
      Appointee will be discussed and agreed upon by both
      Parties.  Notwithstanding the above, any extension of the Appointee
      Term will be discussed and agreed upon by both Parties.

    


    (b)           
      Voiceserve hereby agrees to increase the total U.S. $600,000, being 20% of
      the
      Consideration Price, to be paid in cleared funds upon completion of the
      acquisition of the entire issued share capital of VoipSwitch and Voiceserve
      to
      Krzysztof Oglaza, Lukasz Nowak and Michal Kozlowski by a percentage equal to
      the
      percentage of increase above approximately U.S. $375,000 of net profit reported
      in VoipSwitch’s financial statement reported after the date of this
      Agreement.  Should Voiceserve agree to increase the total U.S.
      $600,000, being 20% of the Consideration Price, to be paid in cleared funds
      upon
      completion of the acquisition of the entire issued share capital of VoipSwitch
      and Voiceserve in accord with this Section 8(b), Voiceserve hereby agrees to
      decrease the amount of the Consideration Price paid over twelve months from
      the
      Closing Date to Oglaza, Nowak and Kozlowski to reflect a lesser amount owed
      in
      cash in the Consideration Price.

    


    (c)           
      Voiceserve hereby agrees to provide a monthly salary of $6,000 to each Krzysztof
      Oglaza, Lukasz Nowak and Michal Kozlowski (individually the “Employee”) to be
      paid on the first (1st)
      business day of each month after the Closing Date for a three-year term from
      the
      Closing Date (“Employee Term”).  Any extension of the Employee Term
      will be discussed and agreed upon by both Parties.

    


    (d)           
      Notwithstanding the terms in Section 3, following Completion, should the net
      profits for any month of VoipSwitch be less than the aggregate total of the
      Individual Payment due to the respective Employee (“Net Profit Condition”),
      Voiceserve will not be liable to pay an aggregate total of the Individual
      Payment greater than the net profits of that month of
      VoipSwitch.  Should a Net Profit Condition occur, to satisfy its
      obligations under Section 8(c) Voiceserve shall therefore provide an Individual
      Payment to the respective Employee, equal to a third of the monthly net profits
      of VoipSwitch.  Should subsequent monthly net profits exceed the net
      monthly profits of VoipSwitch after a Net Profit Condition, any Employee paid
      an
      Individual Payment for any month less than $16,666.66 shall receive the
      difference between the Individual Payment received and $16,666.66.

    


    9.                      
      FURTHER ASSURANCES

    


    The
      parties hereto covenant and agree
      to do such further acts and execute and deliver all such further deeds and
      documents as shall be reasonably required in order to fully perform and carry
      out the terms and intent of this Agreement.

    


    9.                      
      ENTIRE AGREEMENT

    


    This
      Agreement constitutes the entire
      agreement to date between the parties hereto and supersedes every previous
      agreement, communication, expectation, negotiation, representation or
      understanding, whether oral or written, express or implied, statutory or
      otherwise, between the parties with respect to the subject of this
      Agreement.

     

     

    
      
        
        

      

      
        7

        
          

        

      

      
        
        

      

    

     

    
 

    10.                      
      NOTICE

    


    10.1                      
      Any notice required to be given under this Agreement shall be deemed to be
      well
      and sufficiently given if delivered by hand to either party at their respective
      addresses first noted above.

    


    10.2                      
      Either party may time to time by notice in writing change its address for the
      purpose of this section.

    


    11.                      
      TIME OF ESSENCE

    


    Time
      shall be of the essence of this
      Agreement.

    


    12.                      
      TITLES

    


    The
      titles to the respective sections
      hereof shall not be deemed a part of this Agreement but shall be regarded as
      having been used for convenience only.

    


    13.                      
      SCHEDULES

    


    The
      schedules attached to this
      Agreement are incorporated into this Agreement by reference and are deemed
      to be
      part hereof.

    


    14.                      
      SEVERABILITY

    


    If
      any one or more of the provisions
      contained herein should be invalid, illegal or unenforceable in any respect
      in
      any jurisdictions, the validity, legality and enforceability of such provisions
      shall not in any way be affected or impaired thereby in any other jurisdiction
      and the validity, legality and enforceability of the remaining provisions
      contained herein shall not in any way be affected or impaired
      thereby.

    


    15.                      
      APPLICABLE LAW

    


    The
      state of the Agreement is Delaware,
      and for all purposes this Agreement will be governed exclusively by and
      construed and enforced in accordance with laws prevailing in the State of
      Delaware.  The parties hereto agree to attorney to the jurisdiction of
      the Courts of the State of Delaware.

    


    16.                      
      ENUREMENT

    


    This
      Agreement shall enure to the
      benefit of and be binding upon the parties hereto and their respective
      successors and permitted assigns.

    


    


    


    [signature
      pages to follow]

     

     

    
      
        
        

      

      
        8

        
          

        

      

      
        
        

      

    

    
 

    


    IN
      WITNESS WHEREOF this
      Agreement has been executed as of the day and year first above
      written.

    


    
      	
              VOICESERVE,
                INC.

            	
              KRZYSZTOF
                OGLAZA

            
	 	 
	
            	
            
	
              BY: 


            	
              BY:  

            


    

    


    
      	
              VOICESERVE,
                INC.

            	
              LUKASZ
                NOWAK

            
	 	 
	
            	
            
	
              BY: 


            	
              BY:  

            


    

    


    
      	
              VOICESERVE,
                INC.

            	
              MICHAL
                KOZLOWSKI

            
	 	 
	
            	
            
	
              BY: 


            	
              BY:  
                

            


    

     

     

     

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    
 

    Schedule
      A

     

     

    


    
      	
              1.  

            	
              All
                Customer Orders

            


    

    
      	 	 
	
              2.  

            	
              All
                Inventories

            


    

    
      	 	 
	
              3.  

            	
              All
                intangible assets (including without limitation all patents, trade
                secrets, service marks, websites, customer lists, inventions, formulae,
                processes and permits, and all licenses, agreements and applications
                with
                respect to any of the foregoing, together with any goodwill associated
                with any of the foregoing) of VoipSwitch, including without limitation
                the
                right to VoipSwitch’s bank
                accounts.