ivicommunications_8k-ex1001.htm


    EXHIBIT
10.1

    
YA
GLOBAL INVESTMENTS, L.P.

    101
Hudson Street, Suite 3700

    Jersey
City, New Jersey 07092

    


    September
29,
2008

     

    Titan
Global Holdings, Inc.

    1700 Jay
Ell Drive

    Richardson,
TX 75081

     

    IVI
Communications, Inc.

    1700 Jay
Ell Drive

    Richardson,
TX 75081

     

    Re:            Convertible
Debentures No. CCP-1, CCP-2  and
CCP-3________
(the “Debentures”)
issued by IVI
Communications, Inc. (“IVI” or the “Company”) to YA
Global Investments, L.P. (f/k/a Cornell Capital Partners, LP.)

    


    Gentlemen:

    


    This
letter sets forth our agreement regarding the above referenced Debentures and
other matters. Capitalized terms not defined herein shall have the definition
set forth in the applicable Debenture.  Our agreement is as
follows:

    


    
      	
               
      

            	
              1.

            	
              If
      each of the conditions as set forth herein is met, at any time between the
      date of this agreement and December 20, 2008 (the “Payoff Deadline”), YA
      will accept payment of ninety-seven and one-half percent (97.5%) of the
      then-outstanding amount of principal and interest on the Debentures (the
      “Payoff Amount”) and will retire or assign (at the request of the payor)
      an equal amount of the Debentures (the “Paid Debentures”). YA’s obligation
      to assign, rather than retire, the Paid Debentures shall be contingent on
      execution of an assignment agreement that provides that such assignment is
      without recourse to YA, and otherwise containing commercially customary
      representations and warranties.  Any Debentures so assigned
      shall be referred to as the “Assigned Debentures.”  The Payoff
      Amount must be transmitted via wire transfer in immediately available
      funds, and may be made by either IVI, Titan Global Holdings, Inc., or
      their collective affiliates (“Titan”).    No payment
      of sums other than the Payoff Amount shall be payable under this
      Agreement, and   YA shall have no obligation to accept any
      amount other than the Payoff Amount.   In the event the
      Payoff Amount is paid by the Payoff Deadline, all other amounts which may
      be due under the Assigned Debentures arising from penalties or other
      charges shall be forgiven.

            


    

    


    
      	
               
      

            	
              2.

            	
              Acceptance
      by YA of the Payoff Amount is further conditioned upon the
      following:

            


    

    


    
      	
               
      

            	
              a.

            	
              Closing
      of the acquisition by way of purchase or merger of an operating business
      by IVI from Titan or an affiliate of Titan (the
      “Acquisition”).

            


    

    
      	
               
      

            	
              b.

            	
              Filing
      of a “Super 8-K” for IVI post-Acquisition, with the Securities and
      Exchange Commission (the “8-K Filing”).

            
	 	
              c. 

            	
              Execution
      by IVI, or the successor post-Acquisition entity of an amendment to the
      Debentures, in the form attached hereto as Exhibit A, providing that
      remaining principal thereon shall be convertible into 2.5% of the
      outstanding shares of the merged entity (based on the number of shares
      outstanding as of the effective date of approval by the SEC of the 8-K
      Filing 

            


    

    
    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	 	d. 	Execution
      of all other documents reasonably necessary to assure effectuation of any
      conversion of the Debentures held by YA after payment of the Payoff
      Amount. 


    

     

    
    

    
      	
               
      

            	
              3.

            	
              As
      modified herein, the Debentures, and all other agreements between and
      among the parties hereto, shall remain in full force and
      effect.

            


    

    


    If this
agreement reflects your understanding and agreement, please execute on the
signature block provided below.

    


    


    IVI
COMMUNICATIONS, INC.

     

    By: /s/ KURT
JENSEN           


    Name:
Kurt Jensen

    Title:
President

    


    YA
GLOBAL INVESTMENTS, L.P.

     

    
      	
              By:

            	
              Yorkville
      Advisors, LLC

            


    

    
      	
              Its:

            	
              Investment
      Manager

            


    

    


    By: /s/ JERRY
EIKE                   

    Name:
Jerry Eike

    Title:  Managing
Member

    


    TITAN
GLOBAL HOLDINGS, INC.

    
By: /s/ BRYAN
CHANCE          

    Name:
Bryan Chance

    Title:
President