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                                                                    EXHIBIT 4.10

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK

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DOMINICK & DOMINICK LLC,                    :
                                Plaintiff

                                            : Index No. 00 Civ. 9819 (RMB)
            - against -
                                            :
ONE VOICE TECHNOLOGIES, INC.,
                               Defendant.   :
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                              SETTLEMENT AGREEMENT
                              --------------------

     WHEREAS, on May 30, 2000, plaintiff Dominick &Dominick LLC ("Dominick &
Dominick") and defendant One Voice Technologies, Inc. ("One Voice") (each a
"Party" and collectively, the "Parties") entered into an Exclusive Financing
Agreement, a copy of which is attached to Dominick & Dominick's complaint in
this action;

     WHEREAS, on May 30, 2000, Dominick & Dominick and One Voice also entered
into a Non-Exclusive Financial Advisory Agreement, a copy of which is attached
to One Voice's answer and affirmative defenses in this action;

     WHEREAS, Dominick & Dominick commenced this action on December 28, 2000,
asserting claims against One Voice for breach of the Exclusive Financial
Advisory Agreement and other claims;

     WHEREAS, because the Parties desire to avoid the burden and expense of
further litigation, without admitting or denying any alleged claim, defense,
and/or the amount of damages, the Parties have agreed to amicably settle their
disputes pursuant to the terms set forth in this Settlement Agreement;

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     NOW, THEREFORE, in consideration of the promises and agreements set forth
below (the sufficiency of which is hereby acknowledged), the Parties agree as
follows:

     1. One Voice will deliver the Escrow Funds (as defined in the Escrow
Agreement) to Escrow Agent (as defined in the Escrow Agreement) pursuant to the
terms of the Escrow Agreement dated August 1, 2001 among Kaye Scholer LLP, as
Escrow Agent, and the Parties.

     2. One Voice has issued to Dominick & Dominick, upon signing this
Agreement, a senior promissory note in the amount of $25,000, due September 1,
2001, in the form attached hereto.

     3. One Voice will deliver to Dominick & Dominick, on September 1, 2001,
110,000 shares of One Voice Common Stock. One Voice further represents that it
presently has an effective Registration Statement which may be amended to allow
all Registrable Securities (as defined in the Agreements as to Registration
Rights attached hereto) to be offered and sold. The amendment of such
registration statement after September 1, 2001 is not now prohibited by any
contractual arrangement or any provision of law.

     4. One Voice will deliver to Dominick & Dominick, on September 1, 2001,
Warrants to purchase 300,000 shares of One Voice Common Stock, upon the terms of
the Warrant attached hereto. Such Warrants shall be executed and delivered on
September 1, 2001. One Voice further agrees to register such shares pursuant to
the Agreement as to Registration Rights, a form of which is attached hereto,
which shall be executed and delivered on September 1, 2001.

     5. One Voice agrees that in the event One Voice receives any further
financing from Nevelle Investors LLC ("Nevelle") or WEC Asset Management LLC
("WEC"), or in the event One Voice receives financing from any of the companies
set forth on the Contact List attached

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hereto during the one year period following December 4, 2000, until the amounts
of such financing (including the previous $2,000,000 financing One Voice
received from Nevelle and WEC) total in the aggregate $20,000,000, Dominick &
Dominick shall receive at the closing of any such financing consideration based
upon the amounts set forth in Paragraph 1 through 4 hereof. To ensure the
absence of doubt, the following examples shall set forth the application of the
previous sentence.

Example 1
---------

In the event of a $4,000,000 financing, Dominick & Dominick would receive
$50,000 at the closing of such financing, a $50,000 promissory note payable four
months from the date of the closing of such financing, 220,000 shares of Common
Stock, and Warrants to Purchase 600,000 shares of Common Stock at a price that
is a 50% premium above the market price at the time of the financing.

Example 2
---------

In the event of a $1,000,000 financing, Dominick & Dominick would receive
$12,500 at the closing of such financing, a $12,500 promissory note payable four
months from the date of the closing of such financing, 55,000 shares of Common
Stock, and Warrants to Purchase 150,000 shares of Common Stock at a price that
is a 50% premium above market price at the time of the financing.

Each of the securities referred to in the examples above shall be entitled to
the registration rights set forth in Paragraph 3 and 4 above.

     6. Dominick & Dominick and One Voice agree that the Non-Exclusive Financial
Advisory Agreement between them terminated on December 4, 2000, and that any
fees payable

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thereunder shall be payable only pursuant to Paragraph 5 thereof, and shall
relate only to transactions with the parties listed on the Contact List referred
to in Paragraph 5 hereof.

     7. Dominick & Dominick and One Voice agree that the Exclusive Financing
Agreement between them terminated on December 4, 2000, and that any fees payable
thereunder shall be payable as set forth in Paragraph 5 hereof.

     8. If either of the Parties breach any of their duties or obligations under
this Settlement Agreement, then the non-breaching Party who is owed any such
duty or obligation may commence an action in the United States District Court
for the Southern District of New York. Each Party consents to jurisdiction and
venue in such Court. The prevailing Party in such action shall be awarded costs
and reasonable attorneys fees in the discretion of the Court.

     9. This Settlement Agreement and related documents (including Agreement as
to Registration Rights, Promissory Note ,and Warrant), and all the terms,
provisions and conditions thereof, may not be assigned in whole or in part
without the written consent of both Parties.

     10. This Agreement shall be governed by and construed in accordance with
the laws of the State of New York as applied to contracts entered into by New
York residents and to be performed entirely within said state and without
reference to conflict of laws principles, other than Section 5-1401 of the
General Obligations Law of New York.

     11. Dominick & Dominick and One Voice represent that each of them has full
corporate power and authority to make, deliver, and perform under this
Settlement Agreement, and that each of them has taken all necessary corporate
action to authorize the execution, delivery and performance of this Settlement
Agreement.

     12. Dominick & Dominick and One Voice represent that each of them has read
this Settlement Agreement and reviewed it with counsel, that they have executed
this Settlement

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Agreement of their own free will and accord and without further representation
of any kind or character not expressly set forth herein, and that this
Settlement Agreement has been drafted by both Parties equally.

     13. Dominick & Dominick and One Voice agree to keep the terms of this
Settlement Agreement confidential unless required by law or contract to be shown
to third party(ies) and will not disclose the contents hereof to any other third
party(ies).


     14. Upon full performance of the terms hereof, Dominick & Dominick and One
Voice each agree to forthwith execute and file with the court the Stipulation
and Order of Discontinuance in the action entitled Dominick & Dominick LLC v One
Voice Technologies Inc., Case No. OOC.V. 9B19(RMB), a form of which has been
attached hereto.

     15. This Agreement shall be binding upon the members, directors,
principals, successors in interest and permitted assignees of each of the
Parties.

     16. Upon full performance of the terms hereof, each Party hereto hereby
releases and discharges such other Party hereto, and such Party's respective
heirs, executors, administrators, parents, subsidiaries, affiliates, officers,
directors, attorneys, employees, insurers, successors and assigns from all
actions, causes of action, suits, debts, dues, sums of money, accounts,
reckonings, bonds, bills, specialties, covenants, contracts, controversies,
agreements, promises, variances, trespasses, damages, judgments, extents,
executions, claims, and demands whatsoever, in law, admiralty or equity, which
any such Party or their heirs, members, principals, executors, administrators,
successors and assigns ever had, now have or hereafter can, shall or may have
for, upon, or by reason of any matter, cause of thing whatsoever from the
beginning of the world to September 1, 2001, including, but not limited to, all
claims arising under and from the action

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captioned Dominick & Dominick v. One Voice Technologies, Case No. 00 C.V. 9819
(RMB) and asserted in correspondence related to such suit.

     17. The Parties further agree that any stock or warrants issued pursuant to
this Settlement Agreement will be restricted in terms of volume of shares that
can be sold. Said restriction shall be: the amount of securities sold, together
with all sales of restricted and other securities of the same class for the
account of such person within the preceding three months, shall not exceed the
greater of (i) three percent of the shares or other units of the class
outstanding as shown by the most recent report or statement published by the
issuer, or (ii) the average monthly reported volume of trading in such
securities on all national securities exchanges and/or reported through the
automated quotation system of a registered securities association during the
four calendar months preceding such sales.

     Any violation of this restriction shall be deemed a material breach of
this Agreement and grounds for rescission and return of all proceeds paid
hereunder.

     18. The parties hereto agree that this Settlement Agreement, including all
attachments hereto, shall be held in escrow pursuant to the terms of the Escrow
Agreement and that this Settlement Agreement, including all attachments hereto,
such shall be released from Escrow on September 1, 2001.

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Executed as of the 3  day of August, 2001
                   --
DOMINICK & DOMINICK LLC


By:  /s/ Kevin Murphy
     --------------------------------------------------
     Kevin Murphy
     Senior Managing Director

The foregoing is agreed to and accepted by the Board of Directors:

ONE VOICE TECHNOLOGIES, INC.


By: /s/ Dean Weber
    --------------------------------------------------
    Dean Weber
    Chairman, President and Chief Executive Officer

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                                  CONTACT LIST

(1)     Amerindo Investment Advisor*
(2)     GE Capital Corporation*
(3)     Constellation Ventures*
(4)     Goldman, Sachs*
(5)     Graham Partners*
(6)     Lucent Technologies*
(7)     RAM Capital*
(8)     Scudder Tech Fund*
(9)     Zannet*
(10)    Bank of America*
(11)    Warburg*
(12)    J.P. Morgan*
(13)    Canaan Partners*
(14)    Brown Brothers*
(15)    Battery Ventures*
(16)    Boston Millennium Partners**
(17)    CIBC World Markets**
(18)    Sprout Group**
(19)    Ing Capital**
(20)    J.H. Seligman**
(21)    Olympic Capital**
(22)    Pequot Capital**
(23)    Schroders**




*       Meetings
**      Extensive Conversations