exv10w10



 





EXHIBIT 10.10

EXECUTION COPY




StarVox Communications, Inc.

U.S. Wireless Data, Inc,

2728 Orchard Parkway

San Jose, California 95134-2012




June 1, 2007



Gentlemen:



Reference is made to each of those certain Senior Secured Debentures issued by StarVox
Communications, Inc., a California corporation (the “Company”), and acknowledged by U.S. Wireless
Data, Inc., a Delaware corporation (“Parent”), to the order of DKR Soundshore Oasis Holding Fund
Ltd., SMH Capital Inc. or Trinad Capital Master Fund, Ltd., or their registered assigns (“Holders”)
in the aggregate principal amount of $9,000,000 (the “Debentures”) ($6,000,000 of which has been
issued on the date hereof and $3,000,000 of which is anticipated to be issued upon the occurrence
of certain events).



Holders agree to extend the maturity date of the Debentures to October 1, 2007 upon the occurrence
of the following:



1. Company shall have entered into definitive agreements for at least $50,000,000 of equity
financing within three months of the date hereof, the full amount of such financing shall have been
funded into escrow and the release of such funds shall be conditioned only upon receipt of
regulatory approvals for the transaction; or



2. The holders of all of the notes listed on Schedule 3(s) of that certain Securities Purchase
Agreement among Company, Parent and Holders dated as of the date hereof have extended the maturity
of all of such notes to January 7, 2008.



In the event of an extension of the Debentures in accordance with the provisions of the foregoing
paragraph, the definition of Maturity Date in the second sentence of Section (1) of the Debentures
shall be replaced in its entirety with the following, and all other provisions of the Debentures
shall be unchanged and remain in full force and effect: “The “Maturity Date” shall be October 1,
2007, or (a) such earlier date as may be accelerated by the Required Holders upon an Event of
Default in accordance with the terms hereof, (b) such later date as may be extended at the option
of the Required Holders, or (c) such earlier date which is the third day following a financing or
refinancing (or related series thereof) of either debt or equity by the Company and/or the Parent
of at least Thirty Million Dollars ($30,000,000) in the aggregate.”



GOVERNING LAW. This letter agreement shall be construed and enforced in accordance with,
and all questions concerning the construction, validity, interpretation and performance of this
letter agreement and all disputes arising hereunder shall be governed by, the laws of the State of
New York, without giving effect to any choice of law or conflict of law provision or rule (whether
of the State of New York or any other jurisdictions) that would cause the application of the laws
of any jurisdictions other than the State of New York.




[Signature Pages Follow]




 









 








	 	 	 	 	 
	 	Sincerely,



DKR SOUNDSHORE OASIS HOLDING FUND LTD.

 	 
	 	By:  	/s/ Barbara Burger
 	 
	 	 	Name:  	Barbara Burger 	 
	 	 	Title:  	Authorized Signatory 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	Sincerely,



SMH CAPITAL INC.

 	 
	 	By:  	/s/ Ben T. Morris
 	 
	 	 	Name:  	Ben T. Morris    	 
	 	 	Title:  	Chief Executive Officer 	 



 









 






	 	 	 	 	 



	 	 	 	 	 
	 	Sincerely,



TRINAD CAPITAL MASTER FUND, LTD.

 	 
	 	By:  	/s/ Jay Wolf
 	 
	 	 	Name:  	Jay Wolf 	 
	 	 	Title:  	Director 	 



 









 






	 	 	 	 	 




     Agreed and acknowledged as of the date set forth above by:



	 	 	 	 	 	 	 
	 	 	StarVox Communications, Inc., a California
corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Thomas Rowley	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Thomas Rowley	 	 
	 

	 	Title:
	 	Chief Executive Officer	 	 
	 
	 	 	 	 	 	 
	 	 	U.S. Wireless Data, Inc., a Delaware
corporation	 	 
	 
	 	 	 	 	 	 
	 

	 	By:
	 	/s/ Thomas Rowley	 	 
	 

	 	 	 	 	 	 
	 

	 	Name:
	 	Thomas Rowley	 	 
	 

	 	Title:
	 	Chief Executive Officer