Assignment And Assumption Agreement - SPEECHSWITCH, - 6-24-2005

Document Sample
Assignment And Assumption Agreement - SPEECHSWITCH,  - 6-24-2005 Powered By Docstoc
					Exhibit 10.12

Assignment and Assumption Agreement and Consent November 11, 2004

Re: Assignment by iVoice Technology 3, Inc., a Nevada corporation (the "Assignor") to and the Assumption by
SpeechSwitch, Inc., a New Jersey corporation (the "Assignee"), of the agreements listed on Attachment A.

Due to the excessive initial filing fees in the State of Nevada, iVoice, Inc. has decided to reincorporate iVoice
Technology 3, Inc. in the State of New Jersey. Therefore:

(a) Assignor hereby irrevocably assigns and transfers to Assignee, its successors and assigns, all of Assignor's
right, title and interest in and to the agreements listed on Attachment A herein (the "Assigned Agreements"),
subject to the provisions of this letter. Assignee hereby accepts the assignment of the Assigned Agreements.

(b) Assignee hereby expressly acknowledges and agrees that the Assignee is accepting the assignment specified
in Section (a) above that Assignee hereby agrees to satisfy the Assumed Obligations (as described below).

(c). Assumed Obligations

Assignee hereby expressly assumes and agrees to pay, perform and discharge, in due course all of the obligations
and liabilities of the Assignor of the Assigned Agreements.

                 iVoice Technology 3, Inc.                          SpeechSwitch, Inc.
                 a Nevada corporation                               a New Jersey corporation

                 By: /s/ Bruce R. Knef                              By: /s/ Bruce R. Knef
                    ----------------------                             -----------------------
                       Bruce R. Knef                                      Bruce R. Knef
                       President                                          President
The undersigned hereby acknowledge and consent to the assignment and assumption by the Assignor and the
Assignee of the Assigned Agreements, but only in regard to those Assigned Agreements to which the undersigned
are a party thereto.

Jerome Mahoney
an individual

                                       By: /s/ Jerome Mahoney
                                          ------------------------

                                       Bruce R. Knef
                                       an individual



                                       By: /s/ Bruce R. Knef
                                          ------------------------

                                       iVoice Technology 3, Inc.



                                       By: /s/ Jerome Mahoney
                                          ------------------------
                                             Jerome Mahoney
                                             President
Attachment A

Employment Agreement, dated as of August 1, 2004, between iVoice Technology 3, Inc. and Jerome Mahoney

Employment Agreement, dated as of August 1, 2004, between iVoice Technology 3, Inc. and Bruce R. Knef

Administrative Services Agreement, dated August 1, 2004, between iVoice, Inc. and iVoice Technology 3, Inc.
Exhibit 10.23

                        AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT

This Amendment dated May 25, 2005 hereby amends the Employment Agreement dated August 3, 2004, by
and between SpeechSwitch, Inc., f/k/a iVoice Technology 3, Inc., a New Jersey corporation (hereinafter
referred to as the "Company"), having an office at 750 Highway 34, Matawan, New Jersey 07747 and Jerome
Mahoney, having his office at 750 Rt. 34, Matawan, NJ 07747 (hereinafter referred to as the "Executive").

                                              WITNESSETH:

WHEREAS, the Company and the Executive mutually desire to amend the Employment Agreement; and

NOW, THEREFORE, in consideration of the premises, the parties agree as follows:

1. The last sentence of Section 6 shall be deleted in its entirety and replaced to read:

"Any other provision in this paragraph to the contrary notwithstanding, the Executive shall not be deemed to have
been terminated for Termination for Cause unless and until the Board duly adopts a resolution by the affirmative
vote of no less than three-quarters (3/4) of the disinterested members of the Board, excluding the Executive, at a
meeting of the Board called and held for such purpose (after reasonable notice to the Executive and an
opportunity for the Executive, together with the Executive's counsel, to be heard before the Board), finding that in
the good faith opinion of the Board, the Executive was guilty of conduct described in subparagraphs (i), (ii) or (iv)
of this paragraph and specifying the particulars thereof in detail and a certified copy of such resolution is delivered
to the Executive."

2. All other terms of the Employment Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date written below.

             SpeechSwitch, Inc.                                     Jerome Mahoney



             By: /s/ Bruce Knef                                     By: /s/ Jerome Mahoney
                ---------------------------                            ---------------------------

             Title: President

             Date:___________________                               Date:__________________
Exhibit 16

                                           [GRAPHIC OMITTED]

May 27, 2005

Securities and Exchange Commission
450 5th Street NW
Washington, D.C. 20549

Ladies and Gentlemen:

We were previously principal accountants for SpeechSwitch, Inc. (the Company), and, under the date of
November 11, 2004, we reported on the financial statements of the Company as of and for the years ended
December 31, 2003 and 2002. On February 23, 2005, our appointment as principal accountants was
terminated. We have read the Company's statements included in its Registration Statement on Form SB-2 and
we agree with such statements, except that we are not in a position to agree or disagree with the description of
the appointment of Bagel, Josephs & Company, L.L.C. or whether or not the Company consulted with Bagel,
Josephs & Company, L.L.C. during the two most recent fiscal years.

                                         /s/ Mendlowitz Weitsen, LLP
                                         MENDLOWITZ WEITSEN, LLP
Exhibit 23.1

Bagell, Josephs & Company, LLC 200 Haddonfield Berlin Road, Gibbsboro, NJ 08026 Tel: 856.346.2628
Fax: 856.346.2882

               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

We hereby consent to the incorporation by reference in this Amendment No.3 to the Registration Statement of
SpeechSwitch, Inc. on Form SB-2 dated June 23, 2005, of our report dated March 21, 2005 (which report
expresses an unqualified opinion and includes an explanatory paragraph relating to the Company's ability to
continue as a going concern) for the years ended December 31, 2004 and 2003.

                                                       /s/ Bagell, Josephs & Company, LLC
                                                       -----------------------------------
                                                       Bagell, Josephs & Company, LLC
                                                       Gibbsboro, New Jersey

               June 23, 2005