Voice Mobility International, Inc. - Exhibit 10.1 - Filed by newsfilecorp.com






SOFTWARE AND INTELLECTUAL PROPERTY LICENSE AGREEMENT

          THIS
SOFTWARE AND INTELLECTUAL PROPERTY LICENSE AGREEMENT (this
“Agreement”) is entered into as of the 31st day of January, 2011, (the
“Effective Date”) by and among Voice Mobility International, Inc., a
Nevada corporation, for itself and on behalf of its Affiliates (“Parent”)
and Voice Mobility Inc., a corporation governed by the federal laws of Canada
(“Canadian Subsidiary” and together with Parent, “Licensor”), and
Applied Voice & Speech Technologies, Inc., a Delaware corporation
(“AVST”). Licensor and AVST are sometimes referred to herein individually
as a “Party” and together as the “Parties.” 

1.      DEFINITIONS


          1.1      
 “Affiliate” of any Person means any other Person directly or
indirectly Controlling or Controlled by or under direct or indirect common
Control with such Person. 

          1.2   
    “Business” means the marketing, sale, licensing,
support and exploitation of the Software, the Licensor Intellectual Property and
other assets related to call processing and messaging platforms, including,
without limitation, the UCN 250 On Premise, Managed and UMaaS/On-Demand
communication software platform. 

          1.3    
   “Competitor” means any Person that is directly or
indirectly, including through an Affiliate, competing with the Business. 

          1.4    
   “Control” means, when used with respect to any specified
Person, the power to direct the management and policies of such Person, directly
or indirectly, whether through the ownership of voting securities, by contract
or otherwise. 

          1.5    
   “Customer Agreements” means the customer contracts and
agreements, set forth in Exhibit A, pursuant to which Licensor has
provided services related to the Business prior to the Effective Date. 

          1.6  
     “Damages” means any losses, costs, damages,
liabilities, expenses, obligations, actions, suits, proceedings, claims,
demands, judgments and settlements (including reasonable legal fees and
expenses), whether asserted by third parties or incurred or sustained in the
absence of third-party claims. 

          1.7   
    “Derivative Works” means (a) for copyrightable or
copyrighted material, any derivative work (as that term is defined by the
Copyright Act), translation (including translation into other computer
languages), port, modification, correction, addition, extension, upgrade,
improvement, compilation, abridgement or other form in which an existing work
may be recast, transformed or adapted; (b) for patentable or patented material,
any improvement thereon; and (c) for material that is protected by trade secret,
any new material derived from such existing trade secret material, including new
material which may be protected by copyright, patent and/or trade secret. 

          1.8    
   “Documentation” means any manuals, specifications or
other documentation in electronic or print form that describe or pertain to the
Software or its use; including all commentary and other materials supporting,
incorporated into, or reasonably necessary for the efficient use of the Source
Code, including all supporting configuration, documentation, and other resource
files and identification by vendor and version number of any software (but not a
license to such third-party software) used in connection with the Source Code
and of any compiler, assembler, or utility used in generating Object Code. 

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          1.9      
 “Exchange” means the NEX board of the TSX Venture Exchange or any
other exchange on which the Licensor’s stock is quoted or listed. 

          1.10     
“GAAP” means United States generally accepted accounting principles,
applied on a consistent basis. 

          1.11     
“Geographical Area” means all countries and regions of the world,
excluding (a) Bahrain, Kuwait, Oman, Qatar, Saudi Arabia and the United Arab
Emirates, and (b) the countries comprising the former Soviet Union. 

          1.12     
“Intellectual Property” means (a) all United States, international and
foreign patents, industrial rights and applications therefor and all reissues,
divisionals, renewals, extensions, provisionals, continuations and
continuations-in-part thereof, and all patents, applications, registrations,
documents and filings claiming priority to or serving as a basis for priority
thereof; (b) all inventions (whether or not patentable), invention disclosures,
improvements, trade secrets, proprietary information, know how, compositions,
software, technology, business methods, technical data and customer lists,
tangible or intangible proprietary information, and all documentation relating
to any of the foregoing; (c) all copyrights, copyright registrations and
applications therefor, and all other rights of authorship (in published and
unpublished works) corresponding thereto throughout the world; (d) mask rights;
(e) all industrial designs and any registrations and applications therefor
throughout the world; (f) all trade names, logos, common law trademarks and
service marks, trademark and service mark registrations and applications
therefor throughout the world, and all goodwill relating to any of the foregoing
(collectively, the “Marks”); (g) all databases and data collections and
all rights therein throughout the world; (h) all domain names; (i) rights of
privacy or publicity; (j) all telephone numbers, web addresses, and websites;
and (k) any other intellectual property or any similar or equivalent rights to
any of the foregoing anywhere in the world, including any application,
registration or renewal therefor. 

          1.13     
“License Period” means the period commencing on the Effective Date and
ending on the earlier of (a) ten years thereafter, (b) the Put Option Date (as
defined in Section 10.3) or, (c) the date this Agreement is terminated in
accordance with the terms of this Agreement. 

          1.14      “Licensor
Intellectual Property” means any and all Intellectual Property that is owned
by or purported to be owned by Licensor, or under which Licensor has the right
to grant a license or otherwise transfer its rights, excluding: (1) the “Voice
Mobility” and “VMI” Marks and (2) any domain name that includes any of the terms
“voice”, “mobility” or “vmi”. 

          1.15     
“New IP Assets” means any ownership interests in Intellectual Property or
other assets that Licensor acquires or obtains after the Effective Date relating
to any of the UCN IP Assets or the Business. 

          1.16     
“Object Code” means the fully compiled version of the Software that can
be executed by a computer and used by an end user without further compilation.


          1.17     
“Open Source Materials” means any software: (a) that contains, or is
derived in any manner (in whole or in part) from, any software that is
distributed as free software, open source software (e.g., GNU General Public
License, Apache Software License, MIT License), or pursuant to similar licensing
and distribution models, or (b) that requires as a condition of use,
modification, hosting, and/or distribution of such software, or of other
software used or developed with, incorporating, incorporated into, derived from,
or distributed with such software, that such software or other software: (i) be
disclosed or distributed in source code form; (ii) be licensed for the purpose
of making derivative works; (iii) be redistributed, hosted or otherwise made
available at no or minimal charge; or (iv) be licensed, sold or

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otherwise made available on terms that (A) limit in any manner
the ability to charge license fees or otherwise seek compensation in connection
with marketing, licensing or distribution of such software or other software or
(B) grant the right to decompile, disassemble, reverse engineer or otherwise
derive the source code or underlying structure of such software or other
software. 

          1.18      “Person”
means any individual, corporation, partnership, joint venture, limited liability
company, trust, unincorporated organization or governmental entity. 

          1.19  
   “Software” means all of the software identified in
Exhibit B. 

          1.20   
  “Source Code” means the human-readable version of the Software
that can be compiled into Object Code.

          1.21     
“UCN IP Assets” means (a) the Software (including without limitation the
Source Code and Object Code), (b) all Licensor Intellectual Property, including
any Intellectual Property obtained or acquired by Licensor after the Effective
Date that relates to the Business; (c) all other intangible assets of the
Business, (d) any Derivative Works of any of the foregoing made by or for AVST
or its successors, assigns or licensees; and (e) all New IP Assets. 

2.      LICENSE


          2.1    
   License. Licensor hereby grants to AVST a fully paid-up,
exclusive, only revocable in accordance with the terms and conditions of this
Agreement, transferable, royalty-free license to make, have made, use, sell,
offer to sell, market, import, distribute, reproduce, modify, access, create
Derivative Works, perform, display, disclose, license, sublicense, translate,
copy, record, transmit, add to, subtract from, arrange, rearrange, revise,
change, adapt and otherwise exploit, within the Geographical Area and for the
License Period, the UCN IP Assets in any medium now known or hereafter developed
and without the obligation to account to Licensor, to the full extent now or
hereafter permitted by the laws of the United States or the laws of any other
countries, without condition, limitation, or reservation. 

          2.2   
    Ownership of Software. Subject to the license and
rights granted to AVST under this Agreement (including the option to purchase
the UCN IP Assets pursuant to Section 11.1), Licensor will retain all
title to the UCN IP Assets. Licensor and AVST will execute a license agreement
(the “Software License Agreement”) pursuant to which AVST will grant to
Licensor the right to use the Software on a limited commercial basis for a
limited number of users as further specified therein. 

          2.3    
   Ownership of Modifications. AVST will own all rights, title
and interest in and to any Derivative Works of the UCN IP Assets made by or for
AVST, including all rights in and to the Intellectual Property therein.
Notwithstanding the termination or expiration of the License Period, AVST has
the right to continue to exercise the rights granted under Section 2.1
with respect to any Derivative Works made by or for AVST, excluding any original
works delivered to AVST under Section 4.1 of this Agreement. 

          2.4    
   Use of Marks. AVST will ensure that the nature and quality
of all products and services sold by AVST under the Marks licensed to AVST
hereunder and all advertising, promotional or other uses of such Marks will
conform to the quality standards previously achieved by Licensor and will be in
material compliance with all applicable laws and regulations. 

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3.      LEASE
OF PHYSICAL ASSETS 

          3.1      
 Lease Grant. Licensor hereby leases to AVST, and AVST hereby leases
from Licensor, all physical assets of Licensor necessary to design, develop and
support the UCN IP Assets and which are described in the attached Exhibit C
(the “Leased Assets”). The term of the lease granted hereunder will
be coterminous with the License Period. 

          3.2      
 Delivery. On the Effective Date or within 90 days thereafter,
Licensor will arrange for the transport to and any assembly of the Leased Assets
at a location designated by AVST. Expenses for any such delivery and assembly of
the Leased Assets will be paid by Licensor. 

          3.3      
 Assignment Upon Purchase of UCN IP Assets. Upon any sale of the UCN
IP Assets by Licensor to AVST in accordance with this Agreement, Licensor will
assign all right, title and interest in and to the Leased Assets to AVST. 

4.     
PAYMENT AND DELIVERABLES 

          4.1      
 Delivery of Assets. On the Effective Date, Licensor will deliver to
AVST, in electronic form, a full and complete copy of the Software, including
Source Code and Object Code, the Documentation, and all other UCN IP Assets.
Licensor will promptly deliver to AVST any New IP Assets created, obtained or
otherwise possessed by Licensor. 

          4.2       
Customer Agreements. On and after the Effective Date, Licensor will, at
no additional charge, provide all assistance reasonably requested by AVST in
connection with the negotiation of a separate services and support agreement by
and between AVST and any Person who is currently a party to a Customer
Agreement.

          4.3      
 Payment. In consideration of the license and lease granted by
Licensor hereunder, AVST will pay to Licensor a license fee (the “License
Fee”) equal to 2,387,424 shares (subject to adjustment as set forth in
Exhibit D) of the Series 1 Preferred Stock of AVST (“Series 1
Preferred”), which shall be payable on the Effective Date and an additional
fee equal to 530,539 shares (subject to adjustment as set forth in Exhibit
D) of Series 1 Preferred on or prior to the five year anniversary of the
Effective Date (the “Five Year Payment”). The shares of Series 1
Preferred paid to Licensor under this Agreement will be subject to (i) the
Amended and Restated Investors’ Rights Agreement (as amended on October 4, 2010
and from time to time, the “Investors’ Rights Agreement”), dated June 4,
2009, by and among AVST, the Holders (as such term is defined in the Investors’
Rights Agreement), Silicon Valley Bank, a California corporation, and Escalate
Capital I, L.P., a Delaware limited partnership; (ii) the Amended and Restated
Right of First Refusal and Co-Sale Agreement (as amended on October 4, 2010 and
from time to time, the “Co-Sale Agreement”), dated June 4, 2009, by and
among AVST, the Common Holders (as such term is defined in the Co-Sale
Agreement), and the Investors (as such term is defined in the Co-Sale
Agreement); and (iii) the Voting Agreement (as amended on October 4, 2010 and
from time to time, the “Voting Agreement”), dated June 4, 2009, by and
among AVST, the Common Holders (as such term is defined in the Voting Agreement)
and the Investors (as such term is defined in the Voting Agreement), and
Licensor will execute any agreements, counterparts or joinders necessary to
become a party thereto.

          4.4      
 Delivery of Payment. AVST will pay the License Fee by issuing stock
certificates evidencing such shares in the name of Canadian Subsidiary. 

          4.5      
 Licensor Deliverables. On the Effective Date, Licensor will deliver
to AVST (a) all of the UCN IP Assets in accordance with Section 4.1, (b)
any Leased Assets pursuant to Section 3.2, and (c)

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Licensor's counterparts or joinders to each of the Investors'
Rights Agreement, the Co-Sale Agreement, and the Voting Agreement. 

          4.6      
 AVST Deliverables. On the Effective Date, AVST will deliver to
Licensor the License Fee pursuant to Section 4.3. 

5.     
SUPPORT 

          5.1       
Transition Services. In case, at any time after the Effective Date, AVST
requests technical or business assistance pertaining to the Business, the UCN IP
Assets, the Leased Assets and/or the Customer Agreements, Licensor will provide
such assistance (the “Transition Services”) as reasonably requested by
AVST at a rate of $200 per hour, except that any such Transition Services which
are required of Licensor pursuant to Section 8.1 or due to a breach of
this Agreement by Licensor, will be performed at no additional charge. Licensor
will use its best efforts to perform any Transition Services and will use its
best efforts to provide the personnel and man hours required to perform the
Transition Services to the satisfaction of AVST. 

6.      CONFIDENTIALITY


          6.1   
    “Confidential Information” means any information, data
or materials, in whatever form or medium, at any time furnished by either Party
to the other, or to which either Party is exposed during the term of this
Agreement, and duly marked as “Confidential” or “Proprietary” (or words of
similar import). Any other disclosure of Confidential Information, including,
without limitation, oral disclosure, shall be accompanied by an indication from
the disclosing Party (“Discloser”) to the other Party
(“Recipient”) that such information is confidential. Except as
otherwise expressly permitted by this Agreement or in writing by an authorized
representative of Discloser, Recipient shall maintain the Confidential
Information of the Discloser in strict confidence using at least the same degree
of care as it uses to protect its own Confidential Information, but no less than
a reasonable degree of care, and shall not use the Confidential Information for
any purpose other than the purposes contemplated under this Agreement. The
obligations set forth above shall not apply to Confidential Information that:
(a) before the time of its disclosure, was already in the lawful possession of
the Recipient; or (b) through no wrongful act of the Recipient, at the time of
its disclosure is, or later becomes, available to the general public; or (c) by
documentation is demonstrated as being, or is demonstrated as having been,
lawfully independently developed by Recipient without breach of this Agreement;
or (d) is rightfully received by Recipient from a third party without a duty of
confidentiality. If Recipient becomes legally compelled (by deposition,
interrogatory, subpoena, civil investigative demand or similar process or
applicable securities laws) to disclose any Confidential Information, then
Recipient shall provide Discloser with prompt prior written notice of such
requirement so that Discloser may seek a protective order or other appropriate
remedy. If such protective order or other remedy is not obtained, or if
Discloser waives in writing compliance with the terms hereof, then Recipient
shall furnish only that portion of the information which Recipient is advised by
written opinion of counsel is legally required; and Recipient shall use
reasonable efforts to obtain confidential treatment of such information.

7.     
REPRESENTATIONS AND WARRANTIES 

          7.1      
 Warranties of Licensor. Licensor represents, warrants and covenants
to AVST that the statements contained in this Section 7.1 are true,
complete and correct as of the Effective Date and during the Term (as defined in
Section 12.1): 

	 	(a) 	
      Parent is a corporation duly organized, validly existing
      and in good standing under the laws of the State of Nevada, and Canadian
      Subsidiary is a corporation



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      duly organized, validly existing and in good standing
      under the federal laws of Canada.

	 	 	 
	 	(b) 	
      Neither Licensor has violated, nor is in violation of,
      any of the provisions of its governing documents.

	 	 	 
	 	(c) 	
      Each Licensor has full corporate power and authority to
      execute, deliver and perform this Agreement.

	 	 	 
	 	(d) 	
      The execution, delivery and performance of this Agreement
      have been duly authorized by all necessary corporate action on the part of
      each Licensor.

	 	 	 
	 	(e) 	
      Each Licensor's representative signing this Agreement has
      the full corporate power and authority to execute this Agreement and bind
      such Licensor to all terms and conditions hereof.

	 	 	 
	 	(f) 	
      Each Licensor has all rights and authority to grant the
      licenses, lease and other rights as provided in this Agreement, without
      any obligation to any other party.

	 	 	 
	 	(g) 	
      Each Licensor's execution, delivery and performance of
      this Agreement do not and will not (i) constitute a breach or violation of
      such Licensor's governing documents, (ii) constitute a breach or violation
      of any law, constitution, statute, regulation, injunction, judgment,
      order, decree, ruling, charge, or other restriction of any governmental
      authority to which such Licensor or any of the UCN IP Assets or Customer
      Agreements are subject, (iii) conflict with, result in a breach of,
      constitute a default under, result in the acceleration of, create in any
      party the right to accelerate, terminate, modify, or cancel, or require
      any notice under, any agreement, contract, or lease to which such Licensor
      is a party or by which it is bound or to which any of the UNC IP Assets,
      the Leased Assets, or Customer Agreements are bound or affected (or result
      in the imposition of any encumbrance upon any of the UCN IP Assets, the
      Leased Assets, or Customer Agreements), or (iv) require any permit,
      declaration of, notice to, authorization or consent of any Person,
      including any governmental authority, except for the Exchange, whose
      consent or authorization has been given or obtained.

	 	 	 
	 	(h) 	
      Except as disclosed in Schedule 7.1(h), Licensor
      has exclusive title to, and owns and possesses, free and clear of any
      encumbrances, all of the UCN IP Assets and the Leased Assets. Schedule
      7.1(h) identifies Persons that hold a security interest in the UNC IP
      Assets (each, a “Secured Party”) and indicates, for each such
      Person, whether Licensor has obtained the consent or approval (each a
      “Secured Party Consent”) of such Person with respect to the
      transactions contemplated by this Agreement.

	 	 	 
	 	(i) 	
      Neither Licensor has granted to any other Person any
      license, sublicense, agreement or other permission with respect to the UCN
      IP Assets or any Intellectual Property rights therein.

	 	 	 
	 	(j) 	
      Licensor is the sole owner of all registered Licensor
      Intellectual Property.

	 	 	 
	 	(k) 	
      Each Licensor has taken all reasonably necessary actions
      to maintain and protect each of the UCN IP Assets and the Leased
      Assets.



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	 	(l) 	
      The UCN IP Assets and the Leased Assets constitute all of
      the properties and assets necessary to operate the Business and to
      develop, market, license, support and exploit the Software and the other
      UCN IP Assets, in substantially the same manner as operated, developed,
      marketed, licensed, supported and exploited by Licensor immediately prior
      to the Effective Date and as contemplated by this Agreement.

	 	 	 
	 	(m) 	
      Neither Licensor is a party to any agreement with any
      third party (whether written, oral or implied) that restricts, limits or
      otherwise adversely affects, or is inconsistent with, the licenses or
      lease granted to AVST under this Agreement or any other rights granted by
      Licensor hereunder.

	 	 	 
	 	(n) 	
      Neither Licensor has misappropriated any of the UCN IP
      Assets from a third party, nor do any of the UCN IP Assets infringe any
      Intellectual Property rights of a third party. There is no claim, nor a
      basis for any such claim, (whether or not commenced, brought, conducted or
      heard by or before, or otherwise involving, any governmental authority or
      arbitrator) or other action, litigation, proceeding or administrative
      investigation pending, or to each Licensor's knowledge, threatened,
      against such Licensor or to which such Licensor is a party or concerning
      any of the UCN IP Assets.

	 	 	 
	 	(o) 	
      No third party has interfered with, infringed upon,
      misappropriated, or violated any Intellectual Property rights with respect
      to the UCN IP Assets.

	 	 	 
	 	(p) 	
      The Source Code and Object Code conform in all material
      respects to the applicable Documentation.

	 	 	 
	 	(q) 	
      No Source Code has been disclosed, delivered, licensed,
      or is subject to any source code escrow or similar obligation, whether
      contingent or otherwise, by either Licensor to a third party.

	 	 	 
	 	(r) 	
      None of the UCN IP Assets contains any Open Source
      Materials that requires the licensing, disclosure, distribution or grant
      of rights in and to any Source Code other than such Open Source
      Materials.

	 	 	 
	 	(s) 	
      No funding, facilities or personnel of any educational
      institution or governmental entity were used, directly or indirectly, to
      develop or create, in whole or in part, any UCN IP Assets.

	 	 	 
	 	(t) 	
      Each Licensor has secured valid written assignments from
      all consultants, employees and other third parties who contributed to the
      creation or development of the UCN IP Assets of the rights to such
      contributions that such Licensor does not already own by operation of law,
      pursuant to which such Licensor is the sole owner of all such
      contributions, and all rights therein, including, without limitation, the
      right to sue for past, present and future infringement.

	 	 	 
	 	(u) 	
      Each Licensor has complied, in a timely manner and in all
      material respects, with all applicable laws, ordinances, rules,
      regulations, orders and decrees of any governmental authority that affect
      the UCN IP Assets, including all applicable export control laws, and no
      notice, charge, claim or assertion has been received by either Licensor
      or, to each Licensor's knowledge, has been filed,
  commenced



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      or threatened against such Licensor alleging any
      violation of any of the foregoing.

	 	 	 
	 	(v) 	
      Neither Licensor is a party to or bound by any agreement
      with a third party relating to the UCN IP Assets containing any covenant
      (i) limiting the right of such Licensor to engage or compete in any line
      of business or to compete with any Person, (ii) granting to any Person any
      exclusive rights, (iii) providing “most favored nations” or similar rights
      to any Person, or (iv) which otherwise adversely affects or would
      reasonably be expected to adversely affect the right of such Licensor to
      use, market, import, sell, distribute, manufacture or otherwise exploit
      any UCN IP Asset or to purchase or otherwise obtain any software,
      services, components or parts relating thereto.

	 	 	 
	 	(w) 	
      The Customer Agreements are valid, binding and
      enforceable in accordance with their respective terms with respect to
      Licensor and each other party to such Customer Agreements. There is no
      existing material default or breach by either Licensor under any Customer
      Agreement (or any event or condition that, with notice or lapse of time or
      both could constitute a default or breach). To each Licensor's knowledge,
      there is no existing material default or breach by any other party to any
      such Customer Agreement (or any event or condition that, with notice or
      lapse of time or both could constitute a default or breach). No party to
      any Customer Agreement has terminated, modified, accelerated or canceled
      such Customer Agreement or any material right or liability thereunder or
      communicated such party’s desire or intent to do so. Neither Licensor has
      received any prepayment under any Customer Agreement for any service that
      has not been fully performed or product that has not been
  supplied.

	 	 	 
	 	(x) 	
      This Agreement constitutes the legal, valid and binding
      obligations of each Licensor, enforceable in accordance with its
    terms.



          7.2      
 Warranties of AVST. AVST represents, warrants and covenants to
Licensor that the statements contained in this Section 7.2 are true,
complete and correct as of the Effective Date and during the Term (as defined in
Section 12.1): 

	 	(a) 	
      AVST is a corporation duly organized, validly existing
      and in good standing under the laws of the State of Delaware.

	 	 	 
	 	(b) 	
      AVST has not violated, and is not in violation of, any of
      the provisions of its governing documents.

	 	 	 
	 	(c) 	
      AVST has full corporate power and authority to execute,
      deliver and perform this Agreement.

	 	 	 
	 	(d) 	
      The execution, delivery and performance of this Agreement
      have been duly authorized by all necessary corporate action on the part of
      AVST .

	 	 	 
	 	(e) 	
      AVST’s representative signing this Agreement has the full
      corporate power and authority to execute this Agreement and bind AVST to
      all terms and conditions hereof.



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	 	(f) 	
      The authorized, issued and outstanding share and debt
      capital of AVST (including percentage ownership both on a non-diluted and
      fully diluted basis) and all convertible securities, warrants, stock
      options or convertible obligations or other rights for the acquisition,
      purchase, subscription, allotment or issuance of any shares or securities
      of AVST, immediately prior to the transactions described in this
      Agreement, is set forth in Schedule 7.2(f) hereto and the issued
      shares in the capital of AVST provided therein are fully paid and
      non-assessable.



8.      COVENANTS


          8.1      
 Further Assurances. In case, at any time after the Effective Date,
any further action is necessary to carry out the purposes of this Agreement,
Licensor will take such further action (including the execution and delivery of
such further instruments and documents) as AVST may request. Licensor hereby
irrevocably appoints AVST as Licensor's attorney-in-fact, with full authority in
the place and stead of Licensor and in the name of Licensor, from time to time
in AVST's discretion, to take any action and to execute any instrument that AVST
may deem necessary or advisable to accomplish the purposes of this Agreement,
including, without limitation, the filing of any documents or the participation
in any proceedings required to maintain, preserve or enforce any UCN IP Assets
or any Intellectual Property rights therein. 

          8.2      
 Secured Party Consents. Within 30 days following the Effective
Date, Licensor will, at its own cost and expense, obtain any Secured Party
Consent that it was unable to obtain prior to the Effective Date, except the
Licensor will not be required to obtain consents for Secured Parties holding in
the aggregate a total of $165,000 in debt of the Licensor. Within five business
days following receipt of any such Secured Party Consent, Licensor will notify
AVST of such receipt and provide to AVST a copy of such Secured Party Consent.


          8.3       
Restrictions on Transfers and Encumbrances. Licensor will not transfer,
pledge, hypothecate, encumber, license, sell or otherwise dispose of any of the
UCN IP Assets, any Intellectual Property rights therein, or any of the Leased
Assets. 

          8.4       
Material Changes. Licensor will notify AVST immediately of any material
change in the status of any UCN IP Assets, including, without limitation, when
Licensor learns (a) that any of the UCN IP Assets may become abandoned,
encumbered or dedicated; (b) of any adverse written determination by a court or
other governmental authority (including the institution of any proceeding in the
United States Patent and Trademark Office or any other U.S. or foreign court or
tribunal of any kind) regarding any of the UCN IP Assets or any Intellectual
Property rights therein; (c) that Licensor is in default of any of the rights
pertaining to any UCN IP Assets; or (d) of any claim of infringement affecting
or related to any UCN IP Assets. 

          8.5      
 New Rights. Licensor will give AVST prompt notice of any New IP
Assets. 

          8.6      
 Registered IP. At the cost and expense of AVST, Licensor will take
all necessary steps, including, without limitation, in any proceeding before the
United States Patent and Trademark Office, United States Copyright Office or any
similar office or agency in any other country or any political subdivision
thereof, to obtain, maintain and pursue any application (and to obtain the
relevant registration) and to maintain any registration of any Licensor
Intellectual Property, including, without limitation (a) filing of divisional,
continuation, continuation-in-part and substitute applications; (b) filing of
applications for reissue, renewal or extensions; (c) payment of maintenance
fees; (d) participation in 

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reexamination, opposition and interference proceedings; and (e)
filing of applications for registration renewal, affidavits of use and
affidavits of incontestability. 

          8.7      
 Preservation. Licensor will take all steps necessary to diligently
pursue and seek to obtain, preserve, enforce and collect any rights, claims, and
causes of action in respect of the UCN IP Assets and any Intellectual Property
rights therein. Licensor will not, and will not permit any third party to, do
any act or knowingly omit to do any act whereby any of the UCN IP Assets, or any
Intellectual Property right therein, may become abandoned, invalidated or
otherwise impaired. 

          8.8      
 Enforcement. Without limiting the covenant set forth in Section
8.6, AVST, to the extent permitted by law, will have the right, but not the
obligation, at its cost and expense, to bring an action against any third party
for infringement of the UCN IP Assets or any of the Intellectual Property rights
therein. Licensor, at its cost and expense, will cooperate with AVST in any such
action and will have the right to participate in such action, including, without
limitation, the right and opportunity to review and comment in advance on any
material filings or proceedings.

          8.9      
 Taxes. Licensor will promptly pay all taxes and other governmental
charges levied or assessed upon or against any UCN IP Assets. 

          8.10     
Non-Competition. Except as permitted by the Software License Agreement,
Licensor will not directly or indirectly exercise or permit others to exercise
any rights that pertain to the UCN IP Assets in any of the Geographical Area.
Licensor has confidential information and proprietary rights relating to the UCN
IP Assets and the Business, and Licensor acknowledges that such information and
rights are of extreme importance to the operation of the Business and the
exploitation of the UCN IP Assets and will continue to be so after the Effective
Date, and that disclosure of such confidential information to others, or the
unauthorized use of such information or rights or the use of such rights by
Licensor, may cause substantial loss and harm to AVST. Licensor and AVST further
agree that the market for the services and products provided in connection with
the Business is intensely competitive. Therefore, during the License Period (the
“Restricted Period”), Licensor will not, anywhere in the Geographical
Area, directly or indirectly (including without limitation, through any
Affiliate of Licensor), own; manage; operate; control; be employed by; engage or
participate in, or be connected as an owner, partner, principal, sales
representative, advisor, member of the board of directors of, employee of or
consultant of; or as it relates to the UCN IP Assets provide services to,
otherwise deal with, or grant rights to any Competitor. 

          8.11      Nonsolicitation
of Customers. During the Restricted Period, Licensor will not, directly or
indirectly, (a) solicit, induce or attempt to induce any Customer (as defined
below) to cease doing business in whole or in part with AVST with respect to the
Business; (b) attempt to limit or interfere with any agreement or relationship
existing between AVST or any of its Affiliates with respect to the Business with
any third party; or (c) disparage or take any actions that are harmful to the
business reputation of AVST. “Customer” as used herein means (i) any
customer or client of Licensor with respect to the Business or any such customer
of AVST or any of its Affiliates, in each case whether existing on the Effective
Date or at any time thereafter during the Restricted Period, and (ii) any
potential customer or client of Licensor with respect to the Business or any
such customer or client of AVST or any of its Affiliates that is being actively
pursued by AVST or any such Affiliates during the Restricted Period. 

9.      INDEMNIFICATION


          9.1      
 Indemnification Obligations of Licensor. Parent and Canadian
Subsidiary jointly and severally will indemnify, defend and hold harmless AVST
and its Affiliates, and each of their respective

10




directors, officers, managers, members, partners, shareholders,
subsidiaries, employees, successors, heirs, assigns, agents and representatives
(each an “Indemnified Person”) from and against and be liable for any and
all Damages related to or arising, directly or indirectly, out of, caused by or
resulting from: (a) any breach or inaccuracy, or allegation by any third party
which, if true, would be a breach or inaccuracy, of any representation or
warranty made in this Agreement by Licensor; (b) any breach or nonperformance of
any covenant, agreement or obligation in this Agreement to be performed by
Licensor on or after the Effective Date; and (c) the negligence or willful
misconduct of Licensor.

          9.2   
    Indemnification Obligations of AVST. AVST will
indemnify, defend and hold harmless Licensor and its Affiliates, and each of
their respective directors, officers, managers, members, partners, shareholders,
subsidiaries, employees, successors, heirs, assigns, agents and representatives
from and against and be liable for any and all Damages related to or arising,
directly or indirectly, out of, caused by or resulting from: (a) any breach or
inaccuracy, or allegation by any third party which, if true, would be a breach
or inaccuracy, of any representation or warranty made in this Agreement by AVST;
(b) any breach or nonperformance of any covenant, agreement or obligation in
this Agreement to be performed by AVST on or after the Effective Date; and (c)
the negligence or willful misconduct of AVST. 

          9.3     
 Indemnity Cap. Licensor’s maximum aggregate liability under
Section 9.1 and the parallel indemnification provision to be included in
the Software License Agreement and AVST’s maximum aggregate liability under
Section 9.2 and the parallel indemnification provision to be included in
the Software License Agreement shall equal the License Fee (as adjusted in
accordance with Exhibit D) (the “Cap”); provided, however, that no
losses resulting from such Party’s recklessness or intentional misconduct shall
be covered by or counted towards such Party’s Cap.

10.    PUT OPTION; PURCHASE
PRICE 

          10.1     
Put Option. Subject to the satisfaction of the condition set forth in
Section 10.2, upon the delivery of a written notice by Licensor to AVST
(the “Put Notice”), Licensor may elect to sell all of the UCN IP Assets
to AVST (the “Put Option”) in exchange for the Purchase Price (as defined
in Section 10.3). 

          10.2      Condition
to Exercise of Put Option. Subject to Exchange approval, Licensor may
exercise the Put Option at any time during the License Period, provided that the
shareholders of Licensor are not required to approve Licensor's exercise of the
Put Option or the sale of the UCN IP Assets to AVST. Upon exercise of the Put
Option or the sale of the UCN IP Assets to AVST, the Parties will execute an
asset purchase agreement (the “Purchase Agreement”), to be agreed upon by
the Parties, and which will contain customary representations, warranties,
covenants and indemnities. In addition, the Purchase Agreement will, among other
things, (a) incorporate the provisions of this Section 10 that relate to
the Purchase Price, (b) contain a 5-year non-compete and customary
non-solicitation provisions, and (c) contain a holdback provision that will
delay for 24 months the payment to Licensor of 20% of the Purchase Price in
order to pay any Damages for which Licensor has an indemnification obligation
under the Purchase Agreement. 

          10.3     
Closing. The closing of the Put Option (the “Put Option Date”)
will occur within twenty (20) business days following the date of the Put
Notice. At such closing, AVST will pay Licensor the purchase price (the
“Purchase Price”) equal to the following: 

	 	(a) 	
      An initial payment of 530,539 shares (subject to
      adjustment as set forth in Exhibit D) of Series 1 Preferred, to be
      paid on the Put Option Date;



11





	 	(b) 	
      Subject to the satisfaction of the conditions set forth
      in this Section 10.3(b), an earnout payment equal to 1,193,712
      shares (subject to adjustment as set forth in Exhibit D) of Series
      1 Preferred (the “First Performance Earnout”), to be paid in
      installments (each installment, an “Earnout Payment”) as
      follows:

	 	 	
       
	
       

	 		
      (i) 
	
      one-third of the First Performance Earnout, to be paid to
      Licensor if AVST's gross revenues, calculated in accordance with GAAP,
      generated by the Business exceed $500,000 during the year ending December
      31, 2011;

	 	 	
       
	
       

	 		
      (ii) 
	
      one-third of the First Performance Earnout to be paid to
      Licensor if AVST's gross revenues, calculated in accordance with GAAP,
      generated by the Business exceed $1,500,000 during the year ending
      December 31, 2012; and

	 	 	
       
	
       

	 		
      (iii) 
	
      one-third of the First Performance Earnout to be paid to
      Licensor if AVST's gross revenues, calculated in accordance with GAAP,
      generated by the Business exceed $3,500,000 during the year ending
      December 31, 2013; and

	 	 	
       
	
       

	 	(c)	
      Subject to the satisfaction of the conditions set forth
      in this Section 10.3(c), a second earnout payment equal to
      1,193,712 shares (subject to adjustment as set forth in Exhibit D)
      of Series 1 Preferred (the “Second Performance Earnout”), to be
      paid upon the successful execution of a long-term distribution agreement
      with one or more of the hosted communications service providers listed on
      Schedule 10.3(c); provided that such distribution agreement is
      executed prior to 180 days after the Effective
Date.



          10.4     
Earnout Payments. Each Earnout Payment under the First Performance
Earnout, if paid, will be paid to Licensor on the later of (I) 20 business days
from the date on which the financial statements for the applicable Earnout
Payment period become available or (II) the Put Option Date. The Second
Performance Earnout, if paid, will be paid to Licensor on the later of (A) the
Put Option Date or (B) the date of the execution of the distribution agreement
referenced in Section 10.3(c). On the date on which an Earnout Payment is
made, AVST will (a) deliver to Licensor an income statement showing in
reasonable detail the true and complete computations made in calculating the
gross revenues generated by the Business during the applicable year, and (b) pay
the Earnout Payment to Licensor by delivering a stock certificate evidencing the
applicable shares of the Series 1 Preferred Stock of AVST. The income statement
submitted by AVST will (x) be true, complete, accurate and correct in all
material respects, (y) be prepared in accordance with GAAP, and (z) fairly and
accurately present in all material respects the results of operations of the
Business during the covered period. 

          10.5     
Disputes. In the event of any dispute, claim, question or disagreement
arising from or relating to an Earnout Payment or the Second Performance
Earnout, the Parties will use all reasonable efforts to settle the dispute,
claim, question or disagreement. To that end, the Parties will consult and
negotiate with each other in good faith and, recognizing their mutual interests,
attempt to reach a just and equitable solution satisfactory to both Parties. If
they do not reach such a solution within a period of 30 days, then, upon notice
by either Party to the other, all disputes, claims, questions or differences
with respect to an Earnout Payment will be finally settled by binding
arbitration in accordance with Section 14.3. 

12




          10.6      Covenants
With Respect to Earnout Payments. AVST acknowledges and agrees that the
ability of the Business to generate sufficient revenues to entitle Licensor to
an Earnout Payment, and the ability of the Parties to calculate fairly and
measure the performance of the Business, will depend upon maintaining the
Business as a whole and as a discrete business unit during the periods subject
to an Earnout Payment (collectively, the “Earnout Period”). Accordingly,
AVST will (a) act in good faith during the Earnout Period, (b) use commercially
reasonable efforts in operating the Business during the Earnout Period, (c)
maintain separate books and records relating to the gross revenues of the
Business sufficient to allow preparation of an independent audit of its gross
revenues throughout the Earnout Period, (d) account for such items on a basis
consistent with AVST's operations in the Business in the ordinary course as
determined by AVST in its discretion, in accordance with generally accepted
accounting principles consistently applied in the United States, and (e) produce
financial statements within three months of a period ending. 

11.    AVST OPTION TO PURCHASE


          11.1      Option
to Purchase. At or prior to the end of the License Period, AVST may, in its
sole discretion and subject to any required approval by the Licensor’s
shareholders (“Shareholder Approval”) and Exchange, purchase the UCN IP
Assets for the Purchase Price set forth in Section 10; provided, however,
that the First Performance Earnout and the Second Performance Earnout will not
be paid until earned in accordance with this Agreement. If Shareholder Approval
is required, AVST will use commercially reasonable efforts to provide any
information needed by Licensor to obtain Shareholder Approval.

12.    TERM AND TERMINATION


          12.1      Term.
The term of this Agreement (the “Term”) will be coterminous with the
License Period, unless earlier terminated in accordance with this Agreement.


          12.2     
Termination upon Exercise of Put Option or Sale of UCN IP Assets. This
Agreement will terminate upon the Put Option Date or upon the sale to AVST of
the UCN IP Assets in accordance with this Agreement. 

          12.3     
Termination for Breach. Either Party may terminate this Agreement
following any material breach of this Agreement by the other party by providing
thirty (30) days written notice of its intent to terminate. Termination will
become effective at the expiration of this thirty (30) day period if the
defaulting party has not cured the breach to the terminating party’s reasonable
satisfaction.

          12.4     
Termination for Failure to Pay Five Year Payment. Licensor may terminate
this Agreement at any time after the five year anniversary of this Agreement
upon providing thirty (30) days written notice to AVST, if AVST has not paid the
Five Year Payment to the Licensor. Termination under this Section 12.4
will become effective at the expiration of this thirty (30) day period if AVST
has not paid the Five Year Payment within such cure period. Termination of this
Agreement pursuant to this Section 12.4 will be Licensor's sole and
exclusive remedy for any failure by AVST to pay the Five Year Payment. This
Section 12.4 shall in no way limit the rights of the Licensor under
Section 12.3. 

          12.5      Survival.
The rights and obligations under Sections 2.3, 6, 9,
13, and 14 will survive the termination of this Agreement. The
representations and warranties of AVST contained in Section 7.2 and
Licensor contained in Section 7.1 will survive the execution of this
Agreement and thereafter for 30 days beyond the expiration of the applicable
statute of limitations. 

13




13.    LIMITATION OF LIABILITY

EXCEPT FOR A BREACH OF THE OBLIGATION OF CONFIDENTIALITY SET
FORTH IN SECTION 6, OR WITH RESPECT TO ANY INDEMNIFICATION OBLIGATION PROVIDED
UNDER THIS AGREEMENT, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE
OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES
OR LOSS OF PROFIT, WHETHER IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF OR IN
CONNECTION WITH ANY BREACH OF THIS AGREEMENT, EVEN IF SAID PARTY HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

14.    MISCELLANEOUS
PROVISIONS 

          14.1      Relationship
of the Parties. The Parties are operating as independent contractors, and
nothing in this Agreement will be construed as creating a partnership,
franchise, joint venture, employer-employee or agency relationship. 

          14.2     
Assignment. Neither this Agreement nor any interest hereunder is
assignable in part or whole by either Party without the prior written consent of
the other. Notwithstanding this restriction, either Party may assign this
Agreement to a successor by merger, consolidation, or sale of all or
substantially all of its assets. This Agreement will be binding upon the
successors and permitted assigns of the Parties. Any assignment which is not in
accordance with this Section will be void and without effect. 

          14.3     
Governing Law; Venue; Dispute Resolution. This Agreement is made in
accordance with and shall be governed and construed in accordance with the laws
of California, without regard to conflicts of laws rules. The Parties hereby
disclaim the application of the UN Convention on the International Sale of
Goods. Any dispute, controversy, or claim arising under, out of, or relating to
this Agreement, and any subsequent amendments of this Agreement, including,
without limitation, its formation, validity, binding effect, interpretation,
performance, breach or termination, as well as non-contractual claims, will be
finally determined by arbitration administered by the Judicial Arbiter Group
(or, if unavailable, then such other similar group that can provide former
judges as arbiters)by three arbitrators in accordance with the Rules of
Arbitration of the International Chamber of Commerce applicable to commercial
disputes. Within 10 business days after the commencement of arbitration, each
Party will select one person to act as arbitrator and the two selected will
select a third arbitrator within 10 business days of their appointment. The
place of such arbitration will be in Orange County, California, United States.
The judgment of the arbitration will be final, non-appealable (to the extent not
inconsistent with applicable law) and binding upon the Parties, and judgment may
be entered upon the arbital award in any court of competent jurisdiction. The
arbitration panel will issue a written opinion setting forth its decision and
the reasons therefor within 30 days after the arbitration proceeding is
concluded. 

          14.4      Notices.
All notices and other communications hereunder will be in writing unless
otherwise noted and will be deemed given if delivered personally, sent by
facsimile transmission (only if receipt is verified by the receiving party),
sent by electronic mail transmission (only if receipt is verified by the
receiving party), or sent by express courier service. Such notices and
communications shall be made to the following addresses (or at such other
address for a party as will be specified by like notice; provided, that notices
of a change of address will be effective only upon receipt thereof): 

14




For Licensor: 
Voice Mobility
International, Inc. 
107 - 645 Fort Street 
Victoria, British Columbia V8W
1G2 
Attention: Jay Hutton 
Fax No.: (250) 978-5051 

with a copy which will not constitute
notice to: 

Clark Wilson LLP 
800 – 885 W
Georgia Street 
Vancouver, British Columbia, Canada V6C 3H1
Attention:
Virgil Hlus 
(604) 687-5700 telephone 
(604) 687-6314 fax 

For AVST: 
Applied Voice
& Speech Technologies, Inc. 
27042 Towne Centre Drive, Suite 200

Foothill Ranch, California 92610-2810 
Attention:
_____________________

  Fax No.: (949) 672-3511 

          14.5      Amendment.
No amendment, modification or supplement of any provision of this Agreement will
be valid or effective unless made in writing and signed by a duly authorized
officer of each Party. 

          14.6     
Waiver. No provision of this Agreement will be waived by any act,
omission or knowledge of a party or its agents or employees except by an
instrument in writing expressly waiving such provision and signed by a duly
authorized officer of the waiving Party. 

          14.7     
Severability. Whenever possible, each provision of the Agreement will be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement is held to be prohibited by or invalid
under applicable law, such provision will be ineffective only to the extent of
such prohibition or invalidity, without invalidating the remainder of this
Agreement. 

          14.8      Headings/Governing
Language. The section headings appearing in this Agreement are inserted only
as a matter of convenience and in no way define, limit, construe or describe the
scope or intent of any such section nor in any way affect this Agreement. The
governing language for the interpretation of this Agreement shall be the English
language. 

          14.9      Entire
Agreement of the Parties. This Agreement and all schedules and exhibits
attached hereto constitute and contain the complete, final and exclusive
understanding and agreement of the Parties with respect to the subject matter
hereof. This Agreement cancels and supersedes any and all prior negotiations,
correspondence, understandings and agreements, whether oral or written, between
the Parties respecting the subject matter thereof. 

[Signature Page Follows]

15




          IN
WITNESS WHEREOF, the Parties hereto have duly executed this Agreement,
including the Schedules and Exhibits attached hereto and incorporated herein by
reference.

	LICENSOR: 	AVST: 
	 	 
	VOICE MOBILITY INTERNATIONAL, INC. 	APPLIED VOICE & SPEECH
      TECHNOLOGIES, INC. 
	 	 
	 	 
	By: /s/ Jay
      Hutton                                          	By: /s/ William Hardy
      Myers                        
	 	 
	 	 
	Name: ___________________________	Name: ___________________________
	 	 
	 	 
	Title:   ___________________________	Title:   ___________________________
    
	 	 
	 	 
	LICENSOR: 	  
	 	 
	VOICE MOBILITY INC. 	  
	 	 
	 	 
	By: /s/ Jay
      Hutton                                          
    	  
	 	 
	 	 
	Name: ___________________________	  
	 	 
	 	 
	Title:   ___________________________	  


16