Exhibit 10.2


    
      

    

     

     

    Exhibit
      10.2

     

    

      January
        3, 2007

      


      


      Silicon
        Valley Bank

      One
        Newton Executive Park, Suite 200

      2221
        Washington Street

      Newton,
        Massachusetts 02462

      


      


      
        	 	
                Re:

              	
                Loan
                  Arrangement with Voxware,
                  Inc.

              


      

      


      Gentlemen:

      


      Reference
        is made to a certain loan arrangement entered into by and between Voxware
        Inc.,
        a
        Delaware corporation with its chief executive office located at 168 Franklin
        Corner Road, Lawrenceville, New Jersey 08648 (the “Borrower”),
        and
        Silicon Valley Bank (the “Bank”),
        as
        evidenced by, among other documents, a certain Loan and Security Agreement
        dated
        as of December 29, 2003, between Borrower and Bank (together with all documents
        executed in connection therewith or related thereto, as amended, collectively
        referred to herein as the “Loan
        Agreement”).
        

      


      References
        is made to that certain Loan and Security Agreement dated as of
        December 29, 2006, by and between Borrower and the Bank (the “2006
        Loan Agreement”)
        whereby, among other things, the Bank has agreed to extend additional credit
        (the “Additional
        Credit”)
        pursuant to a certain revolving line in the principal amount of up to One
        Million Five Hundred Thousand Dollars ($1,500,000.00), and a term loan in
        the
        principal amount of up to One Million Five Hundred Thousand Dollars
        ($1,500,000.00). 

      


      Reference
        is made to a certain Unconditional Guaranty (the “Guaranty”)
        dated
        as of January 27, 2004, executed and delivered by the undersigned (the
“Guarantor”),
        pursuant to which the undersigned unconditionally guarantied the prompt,
        punctual and faithful payment and performance of all liabilities and obligations
        of the Borrower to the Bank (hereinafter, the “Obligations”).

      


      Reference
        is further made to a certain Security Agreement (the "Security
        Agreement")
        dated
        as of January 27, 2004, executed and delivered by the Guarantor, pursuant
        to
        which the undersigned granted certain Collateral (as defined therein) to
        the
        Bank to secure the Obligations of Borrower to Bank under the Loan
        Agreement.

      


      In
        order
        to induce the Bank to enter into the 2006 Loan Agreement, the undersigned
        hereby:

      


      
        	 	
                (a)

              	
                ratifies,
                  confirms and reaffirms, all and singular, the terms and conditions
                  of the
                  Guaranty and Security Agreement; 

              


      

      


      
        	 	
                (b)

              	
                acknowledges,
                  confirms and agrees that the Guaranty and Security Agreement shall
                  remain
                  in full force and effect and shall in no way be limited by the
                  execution
                  of the 2006 Loan Agreement; 

              


      

      


      
        	 	
                (c)

              	
                acknowledges,
                  confirms and agrees that the obligations of the Borrower to the
                  Bank under
                  the Guaranty include, without limitation, all Obligations of Borrower
                  to
                  Bank under the Loan Agreement and the 2006 Loan Agreement;
                  and

              


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      
        	 	
                (d)

              	
                acknowledges,
                  confirms and agrees that the Bank's security interest in the Guarantor's
                  Collateral, as defined under the Security Agreement shall continue
                  to
                  secure the Obligations of the Borrower under the Guaranty, including
                  the
                  Loan Agreement, and the 2006 Loan
                  Agreement.

              


      

      


      


      


      Further,
        the undersigned acknowledges, confirms and agrees that it has no offsets,
        defenses, claims or counterclaims against the Bank with respect to the
        Borrower’s and/or the undersigned’s respective liabilities and obligations due
        and owing to the Bank, and that to the extent that the undersigned has or
        has
        ever had any such offsets, defenses, claims or counterclaims, the undersigned
        hereby specifically WAIVES
        and
        RELEASES
        any and
        all rights to same.

      


      This
        letter shall take effect as a sealed instrument under the laws of the
        Commonwealth of Massachusetts as of the date first written above.

      


      
        	 	
                Very
                  truly yours,

              
	 	 
	 	
                (“Guarantor”)

              
	 	 
	 	
                VERBEX
                  ACQUISITION CORPORATION

              
	 	 
	 	
                By:    
                  /s/
                  Paul
                  Commons                                     
                  

              
	 	 
	 	
                Name:    
                  Paul
                  Commons                                     
                  

              
	 	 
	 	
                Title:     
                  Vice
                  President &
                  CFO