Assignment And Assumption Agreement - DEEP FIELD TECHNOLOGIES, - 6-24-2005 by DEEP-Agreements

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									Exhibit 10.12

Assignment and Assumption Agreement and Consent November 11, 2004

Re: Assignment by iVoice Technology 2, Inc., a Nevada corporation (the "Assignor") to and the Assumption by
Deep Field Technology, 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 2, 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 2, Inc.                        Deep Field Technology, Inc.
                a Nevada corporation                             a New Jersey corporation

                By: /s/ Mark Meller                              By: /s/ Mark Meller
                   ------------------------                         ----------------------------
                      Mark Meller                                    Mark Meller
                      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
                                       ----------------------------

                                    Mark Meller
                                    an individual



                                    By: /s/ Mark Meller
                                       ----------------------------

                                    iVoice Technology 2, Inc.


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

Employment Agreement, dated as of August 1, 2004, between iVoice Technology 2, Inc. and Jerome Mahoney

Employment Agreement, dated as of August 1, 2004, between iVoice Technology 2, Inc. and Mark Meller

Administrative Services Agreement, dated August 1, 2004, between iVoice, Inc. and iVoice Technology 2, Inc.
Exhibit 10.15

                 Waiver for Receipt of Deep Field Technologies Class A Common Stock

I, Jerome Mahoney, in regards to the iVoice, Inc. distribution by dividend to all of the stockholders of iVoice,
Inc. of up to 10,000,000 shares of Deep Field Technologies, Inc. Class A Common Stock (the "Distribution"),
hereby agree to forego receiving any shares of Deep Field Technologies Class A Common Stock that I would be
entitled to receive in the Distribution by virtue of my ownership of either iVoice Class A Common Stock or
iVoice Class B Common Stock.

                     By: /s/ Jerome Mahoney                              January 6, 2005
                        ---------------------------
                           Jerome Mahoney
Exhibit 10.22

                                                 GUARANTY

This GUARANTY dated as of February 28, 2005 (the "Guaranty"), is given by iVOICE INC., a New Jersey
corporation ("Guarantor") in favor of the CORNELL CAPITAL PARTNERS, LP., a Delaware limited
partnership (the "Lender"). Capitalized terms used herein and not otherwise defined herein shall have the
respective meanings set forth in the following documents: (1) Promissory Note by and between iVOICE
TECHNOLOGY, INC. (a "Company"), a New Jersey corporation and the Lender; (2) the Promissory Note by
and between DEEP FIELD TECHNOLOGIES, INC., a New Jersey corporation (a "Company") and the
Lender; and (3) the Promissory Note by and between SPEECHSWITCH, INC., a New Jersey corporation (a
"Company") and the Lender, all dated as of the date hereof (as amended, restated, supplemented or otherwise
modified from time to time (collectively the "Promissory Notes," and individually the "Promissory Note") (each
Company shall be referred to as a "Company" and collectively as the "Companies".)

                                                 WHEREAS:

A. Each Company and the Lender wish to provide for the funding contemplated under the Promissory Note in
the amounts set forth in each respective Promissory Note of even date herewith.

B. To induce the Lender to enter into the Promissory Notes, the Guarantor has agreed to provide a full and
unconditional guaranty of the payment and performance obligations of each Company under each respective
Promissory Note and Security Agreement, all of even date herewith (the "Transaction Documents").

C. The Guarantor is a Delaware corporation and the Guarantor acknowledges that without this Guaranty, the
Lender would not be willing to enter into the Promissory Notes.

NOW, THEREFORE, in consideration of the premises and the mutual covenants set forth herein, and for other
good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the Guarantor
hereby agrees as follows:

1. Guaranty.

1.1 Guaranty. The Guarantor, as direct obligor and not merely as a surety, hereby unconditionally, absolutely,
and irrevocably guarantees to the Lender (i) the full and prompt performance and payment of all of each
Company's obligations under the Promissory Notes and the other Transaction Documents, (collectively, the
"Obligations") and (ii) if any Company should default in the payment or performance of any of the Obligations, the
Guarantor, as direct obligor and not merely as a surety, shall forthwith pay or perform such Obligations upon five
(5) business days written notice or demand by the Lender in the manner and on the day required by this
Guaranty. In order to effectuate repayment of the Obligations the Guarantor may take an advance or advances,
as may be necessary, from the Standby Equity Distribution Agreement by and between the Guarantor and
Cornell Capital Partners, LP, dated November 25, 2003 (the "Standby Equity Distribution Agreement").
1.2 Continuing Guaranty. The Guarantor agrees that the obligations pursuant to this Section 1 are unconditional,
absolute, and irrevocable and shall not be released, discharged or affected in any way by any circumstances or
condition, including without limitation:

(a) any amendment or modification or other change to any of the Transaction Documents;

(b) any failure, omission or delay on the part of any Company to conform or comply with any term of any of the
Transaction Documents;

(c) any release or discharge by operation of law of any Company or any Guarantor from any obligation or
agreement contained in any of the Transaction Documents or this Guaranty; and

(d) any other occurrence, circumstance, happening or event, whether similar or dissimilar to the foregoing and
whether foreseen or unforeseen, which otherwise might constitute a legal or equitable defense or discharge of the
liabilities of a guarantor or surety or which otherwise might limit recourse against the Company or the Guarantor.

1.3 Discharge. The Guarantor covenants and agrees that this Guaranty will not be discharged, except by
complete performance of the obligations contained herein. Notwithstanding anything to the contrary herein, so
long as the outstanding principal amount of the Promissory Notes is zero or would be made zero simultaneously
with the termination hereof, the Guarantor shall have the right to terminate this Guaranty at any time by providing
written notice of such termination to the Lender. Notwithstanding any to the contrary, this Guaranty shall be
discharged and terminated upon each of the Company's registration statements being declared effective by the
U.S Securities and Exchange Commission.

1.4 Representations and Warranties. The Guarantor hereby represents and warrants to the Lender as follows: (a)
the Guarantor has full power, right and authority to enter into and perform his obligations under this Guaranty, and
this Guaranty has been duly executed and delivered by the Guarantor and constitutes the valid and binding
obligation of the Guarantor and is enforceable against the Guarantor in accordance with its terms. No permits,
approvals or consents of or notifications to (a) any governmental entities, or (b) any other persons or entities are
necessary in connection with the execution, delivery and performance by the Guarantor of this Guaranty and the
consummation by the Guarantor of the transactions contemplated hereby. Neither the execution nor delivery of
this Guaranty by the Guarantor nor the performance by it of the transactions contemplated hereby will:

(i) violate or conflict with or result in a breach of any provision of any law, statute, rule, regulation, order, permit,
judgment, ruling, injunction, decree or other decision (collectively, "Rules") of any court or other tribunal or any
governmental entity or agency binding on the Guarantor or his properties, or conflict with or cause an event of
default under any contract or agreement of the Guarantor; or

                                                            2
(ii) require any authorization, consent, approval, exemption or other action by or notice to any court,
administrative or governmental body, person, entity or any other third party.

1.5 Full Rights of Subrogation. The Guarantor shall be entitled to full rights of subrogation under this Guaranty.

2. Miscellaneous.

2.1 Notices, Consents, etc. Any notices, consents, waivers or other communications required or permitted to be
given under the terms hereof must be in writing and will be deemed to have been delivered: (i) upon receipt, when
delivered personally; (ii) upon receipt, when sent by facsimile (provided confirmation of transmission is
mechanically or electronically generated and kept on file by the sending party); or (iii) one (1) business day after
deposit with a nationally recognized overnight delivery service, in each case properly addressed to the party to
receive the same. The addresses and facsimile numbers for such communications shall be:

           If to Guarantor:                                   iVoice, Inc.
                                                              750 Highway 34
                                                              Matawan, NJ 07747
                                                              Attention: Jerome R. Mahoney
                                                              President and Chief Executive Officer
                                                              Telephone: (732) 441-7700
                                                              Facsimile: (732) 441-9895

           With Copy to:                                      Lawrence A. Muenz, Esquire
                                                              Meritz & Muenz LLP
                                                              2021 O Street, NW
                                                              Washington, DC 20036
                                                              Telephone: (202) 787-1964
                                                              Facsimile: (202) 787-3909


           If to the Lender:                                  Cornell Capital Partners, LP.
                                                              101 Hudson Street-Suite 3700
                                                              Jersey City, New Jersey 07302
                                                              Attention: Mark Angelo
                                                                          Portfolio Manager
                                                              Telephone: (201) 986-8300
                                                              Facsimile: (201) 985-8266




or at such other address and/or facsimile number and/or to the attention of such other person as the recipient
party has specified by written notice given to each other party three (3) trading days prior to the effectiveness of
such change. Written confirmation of receipt (A) given by the recipient of

                                                          3
such notice, consent, waiver or other communication, (B) mechanically or electronically generated by the sender's
facsimile machine containing the time, date, recipient facsimile number and an image of the first page of such
transmission or (C) provided by a nationally recognized overnight delivery service, shall be rebuttable evidence of
personal service, receipt by facsimile or receipt from a nationally recognized overnight delivery service in
accordance with clause (i), (ii) or (iii) above, respectively.

2.2 Severability. The unenforceability or invalidity of any provision of this Guaranty shall not affect the
enforceability or validity of any other provision.

2.3 Indulgence. Failure of party to exercise any right or remedy under this Guaranty or otherwise, or delay by a
party in exercising such right or remedy, shall not operate as a waiver thereof.

2.4 Modification. The terms of this Guaranty may be changed, waived, discharged or terminated only by a
written instrument executed by the party against which enforcement of the change, waiver, discharge or
termination is sought.

2.5 Headings. The subject headings of Articles and Sections of this Guaranty are included for purposes of
convenience only and shall not affect the construction or interpretation of any of its provisions.

2.6 Assignment. This Guaranty will be binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns, but will not be assignable or delegable by either the Guarantor or
the Lender.

2.7 Entire Agreement. This Guaranty (including the recitals hereto), and the Transaction Documents set forth the
entire understanding of the parties with respect to the subject matter hereof, and shall not be modified or affected
by any offer, proposal, statement or representation, oral or written, made by or for any party in connection with
the negotiation of the terms hereof, and may be modified only by instruments signed by all of the parties hereto.

2.8 Third Parties. Nothing herein expressed or implied is intended or shall be construed to confer upon or give to
any person or entity, other than the stated beneficiaries of this Guaranty and their respective permitted successors
and assigns, any rights or remedies under or by reason of this Guaranty.

2.9 No Strict Construction. The language used in this Guaranty will be deemed to be the language chosen by the
parties hereto to express their mutual intent, and no rule of strict construction will be applied against any party
hereto.

2.10 Event of Default. For purposes of this Guaranty, an event of default shall be deemed to have occurred
hereunder:

(a) If any Company should default in the payment or performance of any of the Obligations, the Guarantor shall
fail for any reason or for no reason, to forthwith pay or perform

                                                           4
such Obligations after notice or demand by the Lender in the manner and on the day requested by the Lender; or

(b) if the Guarantor makes an assignment for the benefit of creditors or admits in writing its inability to pay its
debts generally as they become due; or an order, judgment or decree is entered adjudicating the Guarantor
bankrupt or insolvent; or any order for relief with respect to the Guarantor is entered under any bankruptcy or
insolvency laws; or the Guarantor petitions or applies to any tribunal for the appointment of a custodian, trustee,
receiver or liquidator of the Guarantor of any substantial part of the assets of the Guarantor, or commences any
proceeding relating to the Guarantor under any bankruptcy reorganization, arrangement, insolvency, readjustment
of debt, dissolution or liquidation law of any jurisdiction; or any such petition or application is filed, or any such
proceeding is commenced, against the Guarantor.

2.11 Governing Law; Jurisdiction; Jury Trial. This Agreement shall be governed by and interpreted in accordance
with the laws of the State of New Jersey without regard to the principles of conflict of laws. The parties further
agree that any action between them shall be heard in Hudson County, New Jersey, and expressly consent to the
jurisdiction and venue of the Superior Court of New Jersey, sitting in Hudson County and the United States
District Court for the District of New Jersey sitting in Newark, New Jersey for the adjudication of any civil action
asserted pursuant to this Paragraph.

Each party hereby irrevocably waives personal service of process and consents to process being served in any
such suit, action or proceeding by mailing a copy thereof to such party at the address for such notices to it under
this Guaranty and agrees that such service shall constitute good and sufficient service of process and notice
thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any manner
permitted by law.

                      [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                                          5
IN WITNESS WHEREOF, the Guarantor has caused this Guaranty to be signed as of the date first written
above.

                                            GUARANTOR:

                                             iVOICE INC.

                                By: /s/ Jerome R. Mahoney
                                   ----------------------------------
                                Name: Jerome R. Mahoney
                                Title: President and Chief Executive
                                       Officer




                                                    6
Exhibit 10.24

                       AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT

This Amendment dated April 1, 2005 hereby amends the Employment Agreement dated August 3, 2004, by and
between Deep Field Technologies, Inc., f/k/a iVoice Technology 2, 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 Employment Agreement dated August 3, 2004 was initially executed between the Executive and iVoice
Technology 2, Inc., a Nevada corporation. However, all assets and liabilities were assigned and assumed by
Deep Field Technologies, Inc., a New Jersey corporation. Therefore, this Amendment confirms that both parties:
(i) agree to abide by the terms of the August 3, 2004 Employment Agreement and (ii) both parties agree that all
terms of the Employment Agreement are in full force and effect.

2. The Executive hereby agrees to accept compensation pursuant to this Employment Agreement in the form of
Class B Common Stock, par value $.01 per share, in lieu of cash, for as long as the Board of Directors decides
in its sole discretion that the Company does not have the financial resources to pay the Executive in cash.

3. 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.

                    Deep Field Technologies, Inc.                     Jerome Mahoney


                    By: /s/ Mark Meller                        By: /s/ Jerome Mahoney
                       -------------------------                  -----------------------


                    Title: President
                          ----------------------

                    Date:__________________                    Date:__________________
Exhibit 10.25

                        AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT

This Amendment dated May 25, 2005 hereby amends the Employment Agreement dated August 3, 2004, by
and between Deep Field Technologies, Inc., f/k/a iVoice Technology 2, 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.

                Deep Field Technologies, Inc.                       Jerome Mahoney



                By: /s/ Mark Meller                                 By: /s/ Jerome Mahoney
                   ----------------------------                        ------------------------

                Title: Chief Executive Officer
                       -----------------------

                Date:___________________                            Date:____________________
Exhibit 10.26

                       AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT

This Amendment dated April 1, 2005 hereby amends the Employment Agreement dated October 1, 2004
previously amended on January 11, 2005, by and between Deep Field Technologies, Inc., f/k/a iVoice
Technology 2, Inc., a New Jersey corporation (hereinafter referred to asthe "Company"), having an office at 293
Eisenhower Parkway, Livingston, NJ 07039 and Mark Meller, having his office at 293 Eisenhower Parkway,
Livingston, NJ 07039 (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 Employment Agreement dated October 1, 2004 was initially executed between the Executive and iVoice
Technology 2, Inc., a Nevada corporation. However, all assets and liabilities were assigned and assumed by
Deep Field Technologies, Inc., a New Jersey corporation. Therefore, this Amendment confirms that both parties:
(i) agree to abide by the terms of the August 3, 2004 Employment Agreement, as amended on January 11, 2005
and (ii) both parties agree that all terms of the Employment Agreement are in full force and effect.

2. The Executive hereby agrees to accept compensation pursuant to this Employment Agreement in the form of
Class B Common Stock, par value $.01 per share, in lieu of cash, for as long as the Board of Directors decides
in its sole discretion that the Company does not have the financial resources to pay the Executive in cash.

3. 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.

                   Deep Field Technologies, Inc.              Mark Meller



                   By: /s/ Jerome Mahoney                     By: /s/ Mark Meller
                      ----------------------------               ------------------------

                   Title: Chairman of the Board
                          ---------------------

                   Date:__________________                    Date:__________________
Exhibit 10.27

                        AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT

This Amendment dated May 25, 2005 hereby amends the Employment Agreement dated October 1, 2004
previously amended on January 11, 2005 and April 1, 2005, by and between Deep Field Technologies, Inc.,
f/k/a iVoice Technology 2, Inc., a New Jersey corporation (hereinafter referred to as the "Company"), having an
office at 293 Eisenhower Parkway, Livingston, NJ 07039 and Mark Meller, having his office at 293 Eisenhower
Parkway, Livingston, NJ 07039 (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.

                  Deep Field Technologies, Inc.                       Mark Meller


                  By: /s/ Jerry Mahoney                               By: /s/ Mark Meller
                     --------------------------                          ---------------------

                  Title: Chairman of the Board

                  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 Deep Field Technologies, 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 Haddonfeld 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
Deep Field Technologies, 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

								
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