ex10-3.htm


    Exhibit
10.3

     

    AGREEMENT

    


    


    WHEREAS, under the various
agreements between the below named parties made from time to time, Dan Ference
(“Ference”)has served as the President or Chief Operating Officer for QoVox
Corporation (formerly known as North Electric Company, Inc.,  and
hereafter identified as “QoVox”) between October 1, 2001 and December 31, 2006;
and

    


    WHEREAS, Dan Ference has not
received full compensation for his services provided to QoVox through December
31, 2006; and

    


    WHEREAS, Dan Ference has from
time to time loaned money to and paid expenses of QoVox that have not been
reimbursed in full by QoVox as of December 31, 2006; and

    


    WHEREAS, Datameg Corporation
(“Datameg”) issued certain option agreements to Dan Ference from time to time;
and

    


    WHEREAS, the parties wish to
resolve all outstanding financial issues between them through December 31,
2006.

    


    NOW, THEREFORE, the following
is hereby made the agreement of the parties:

    


    1.           Datameg
shall cause to be issued within 30 days 2,650,000 unregistered Datameg commons
shares which shares are deemed to be fully paid for as of January 9, 2007 at a
fair market price of $.049/share.  Said issuance will be in complete
satisfaction of any and all amounts that may be due or are due to Ference by
Datameg or QoVox through December 31, 2006 under their various agreements,
including without limitation, salary, bonuses, loans, un-reimbursed expenses,
stock issuances, etc.

    


    2.           Ference
acknowledges and agrees that all Datameg option agreement(s) issued to him prior
to January 1, 2007 by Datameg are hereby cancelled and each option agreement
shall be returned by him to Datameg for destruction.  In consideration
of the foregoing and as additional compensation under his QoVox employment
agreement dated January 1, 2007, Ference shall receive a Datameg standard option
agreement for 6,250,000 fully vested options exercisable for Datameg common
shares one for one at a $.06/share exercise price, terminating on the earlier of
60 days from termination of Ference’s employment agreement or December 31,
2009.

    


    3.           Each
signatory warrants that he has authority to enter into this Agreement on behalf
of the entity or person indicated. Counterpart signatures are valid, and
facsimile signatures shall be deemed original signatures.

    


    Datameg
Corporation

    


    /s/ James
Murphy                                                                           /s/
Dan Ference

                                                                                                                                                                            

     

    


    By:  James
Murphy, CEO and
President                                      By:  Dan
Ference, Individually

    Dated:        1/12/07                                                                           
Dated:          1/12/07                                

    


    QoVox
Corporation

    


    /s/ James
Murphy

                                                                

    


    By:  James
Murphy,   President

    Dated:       1/12/07