exhibit101.htm


    
      

       

      650
West Georgia, Suite 2400

      Vancouver,
BC, V6B 4N7

      (604)
257 3512



    


    December 16,
2008

    


    


    Via
Facsimile

    (+41 (0)43 311 27
17)

    


    EH
& P Investments AG

    Gutenbergstrasse
10

    CH-8027
Zurich

    


    Dear
Sirs:

    


    Re:  WordLogic
Corporation (“WordLogic”) Debt Settlement Agreement 

    
      

    

    


    We
write with reference to the loan agreements (collectively the “Loan Agreements”) between
WordLogic and EH & P Investments AG (“EH&P”) dated March 1,
2005, May 11, 2005 and October 12, 2006, respectively. This letter will confirm
our understanding regarding the repayment by WordLogic to EH&P of all
amounts payable to EH&P pursuant to the Loan
Agreements.  WordLogic and EH&P agree as follows:

     

    Each WordLogic and
EH&P acknowledge that the full amount of the debt (the “Debt”) outstanding and payable
to EH&P pursuant to the Loan Agreements is US$589,631.79, which amount
includes principal and interest.

     

    Accordingly, the
parties agree that, in full settlement of the Debt, Worldlogic shall pay to
EH&P 3,930,879 common shares (the “Shares”) in the capital stock
of WordLogic at the fair market value of US$0.15 per share for a total value of
US$589,631.79  WordLogic's obligation to issue the Shares shall be
subject to EH&P returning to WordLogic by January 15, 2008 a fully executed
copy of the subscription agreement attached hereto and incorporated into this
agreement as Schedule “A”.

     

    Furthermore, in
consideration of the Shares, EH&P, on behalf of itself, its affiliates,
parents, subsidiaries, directors, officers, agents, employees, representatives,
successors and assigns, hereby releases and forever discharges WordLogic and its
past, present and future directors, officers, attorneys, principals, owners,
agents, insurers and employees, jointly and severally, from any and all claims,
counterclaims, cross claims, demands, actions or causes of action arising from
the Loan Agreements, including, but not limited to, compensatory damages,
statutory damages, exemplary damages, punitive damages, declaratory and
injunctive relief, costs, expenses, and attorneys' fees.

     

    Kindly acknowledge
your acceptance of the foregoing arrangement by returning a signed copy of this
letter and the attached Schedule “A” to us.  By signing below,
EH&P acknowledges that this agreement constitutes the final written
expression of all the terms between EH&P and WordLogic regarding the
settlement of the Loan Agreements and the Shares, and shall be biding upon and
enure to the benefit of WordLogic, EH&P and their respective
representatives, officers, directors, agents, employees, successors and
assigns.

    


     

    This agreement may
be executed by facsimile and in counterparts.

    


    Yours
truly,

    


    WORDLOGIC
CORPORATION

    By:

    


    /s/Frank
Evanshen

    Frank
Evanshen,

    President and Chief
Executive Officer

    


    


    ACCEPTED:

    


    EH
& P INVESTMENTS AG

    by
its authorized signatory

    /s/Erwin
H. Hans

    Erwin H.
Hans

    Chairman

    


    Date: December 17,
2008