January 13, 2009

 

 

 

To:       Advanced Voice Recognition
Systems, Inc.

           
7659 E. Wood Dr ive

Scottsdale, Arizona
85260

Attention:  Walter Geldenhuys, President & CEO

 

 

Dear Ladies and Gentlemen:

 

This
letter (this “Modification”) modifies that certain Letter Agreement dated
April 28, 2008 (the “Original Letter Agreement”) delivered by the
undersigned to Advanced Voice Recognition Systems, Inc. (f/k/a Samoyed Energy
Corp.), a Nevada corporation (the “Company”), as modified by that certain
Letter Agreement dated September 29, 2008 between the undersigned and the
Company (together with the Original Letter Agreement, the “Letter
Agreement”).  

Pursuant
to the Letter Agreement, the undersigned holder of 3,500,000 shares of the
common stock of the Company (“Common Stock”) (the “Holder”) agreed
to pay to the Company an amount equal to $1,400,000 within one hundred eighty
(180) days of the Closing (as defined in the Stock Exchange Agreement), or in
the alternative, tender to the Company for cancellation two and one-half (2 1/2)
shares of Common Stock for every $1 not paid, subject to the terms and
conditions of the Letter Agreement.  The Holder and the Company wish to
amend certain terms of the Letter Agreement as specifically set forth
herein.

In
consideration of the foregoing, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the Holder agrees
as follows:

1. 
Definitions.  Capitalized terms used herein and not otherwise
defined shall have the meanings set forth in the Letter Agreement, and the term
SMYD Common Stock is now referred to as Company Common Stock to reflect the
closing of the stock exchange as set forth in the Stock Exchange Agreement.

2.  
Amendments.  Effective as of the date hereof:

(a)       
The third paragraph of the Letter Agreement is hereby modified and restated to
read as follows:

 

“The
Holder understands that delivery of this letter agreement (this
“Agreement”) is a condition to closing the Stock Exchange
Agreement.  This Agreement sets forth the terms and conditions under which
the Holder agrees to pay to Company an amount equal to $875,000 on or before
March 31, 2009, or in the alternative, tender to Company for cancellation four
(4) shares of Company Common Stock for every $1 not paid.  All dollar
amounts stated in this Agreement are in United State s Dollars.”

(b)       
Paragraph 1 of the Letter Agreement is hereby modified and restated to
read as follows:

 

“Agreement
to Pay; Forfeiture of Shares; Waiver.  On or before March 31, 2009, or
such other date as the Company and the Holder agree (such date to be referred to
herein as the “Payment Date”), Holder shall pay to Compamy $875,000 ( the
“Payment”). In the event Company does not receive all of the Payment on
or before the Payment Date, Holder shall tender its shares of Company Common
Stock to Company no later than the Payment Date for immediate cancellation by
Company at a rate of four (4) shares of Company Common Stock for every $1 not
received by Company on or before the Payment Date.  Holder agrees that, in
the event it tenders its shares of Company Common Stock to Company for
cancellation, upon tendering the shares, Holder will not have any claim against Company, or any affiliate of Company or its
predecessors, including but not limited to, any claim for stock or other equity
interests of any kind, or any claim based upon breach of contract,
discrimination, violation of public policy, negligence and/or any other common
law, statutory or other claim whatsoever, and Holder shall not bring any claim
or commence any litigation against Company or any affiliate of Company or any of
its affiliates or precessors  relating to any of the foregoing.”

 

(c)
       Clause (b) of Paragraph 2 of the
Letter Agreement is hereby modified and restated to read as follows:

 

“(b)
if Company receives only a portion of the Payment, Holder shall deliver to
Company certificates representing that number of shares of Company Common Stock
equal to four (4) shares of Company Common Stock for each $1 not paid to Company
in accordance with this Agreement.” 

 

  




  3.  
Representations and Warranties of Holder.  Holder has requested this
Modification based on Holder’s need to complete business transactions unrelated
to the Company and the Common Stock.  Holder represents and warrants that
he will obtain the funds to make the payment required herein from those business
transactions and that he will not be engaged in the sale of any shares of the
Common Stock prior to the Payment Date.   Holder and the Company agree
that payments may be made by the Holder in installments prior to the Payment
Date.

4.  
Governing Law.  THIS MODIFICATION SHALL BE GOVERNED AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS AND DECISIONS OF THE STATE OF COLORADO,
WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS THEREOF.

5.  
Continued Validity.  The Letter Agreement (including the provisions
of the Agreement not modified hereby), as modified by this Modification, shall
remain in full force and effect following the execution of this
Modification.

6.  
Counterparts.  This Modification may be executed in any number of
counterparts and by the different parties hereto on separate counterparts, and
each such counterpart shall be deemed to be an original, but all such
counterparts shall together constitute one and the same agreement.  The
exchange of copies of this Modification and of signature pages by facsimile
transmission shall constitute effective execution and delivery of this
Modification as to the parties and may be used in lieu of the Letter Agreement
for all purposes.  Signatures of the parties transmitted by facsimile shall
be deemed to be their original signatures of all purposes.

7.  
Entire Agreement.  The Letter Agreement, as modified hereby,
represents the entire expression of the parties with respect to the subject
matter hereof on the date of this Modification.  To the extent that any
conflict may exist between the provisions of any other agreement between the
parties and the Letter Agreement, as modified hereby, then the Letter Agreement,
as modified hereby, shall control.

 

Sincerely,

 

HOLDER:

 

/s/ Lambert
Lavallee                                                               


Lambert Lavallee

Date:  January 13, 2009

 

2440, 10303 Jasper
Avenue                                                   


Address

 

Edmonton, Alberta T5J
3N6                                                 


City, State, Postal or Zip Code,
Country

 

 

 

ACKNOWLEDGED AND AGREED TO BY:

 

ADVANCED VOICE RECOGNITION SYSTEMS, INC.

 

By: /s/ Walter
Geldenhuys                                   


      Walter Geldenhuys, President, Chief
Executive Officer & Chief Financial Officer

 

Date:  January 13, 2009