Common use of AMENDMENT, CANCELLATION AND WAIVER Clause in Contracts

AMENDMENT, CANCELLATION AND WAIVER. This Agreement and the Annexes hereto may be amended, modified, superseded or cancelled, and any of the terms hereof or thereof may be waived, only by a written instrument executed by the Company and Banca del Gottardo hereto or thereto, as the case may be, or, in the case of a waiver, by the party or parties waiving compliance. The failure of any party at any time or times to require performance of any provision hereof or of any Annex hereto shall in no manner affect the rights at a later time to enforce the same. No waiver by any party of any condition or of the breach of any term contained in this Agreement or in any Annex hereto, whether by conduct or otherwise, in any one or more instances, shall be deemed to be construed as a further or continuing waiver of any such breach or the breach of any other term of this Agreement or of the Annexes hereto. THUS DONE AND SIGNED in 2 originals, of which one is for the Company, in Carrollton/Lugano effective as of December 22, 1995 INTELLICALL, INC. by /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Chief Executive Officer, President and Chairman of the Board December 22, 1995 BANCA DEL GOTTARDO by /s/ ▇▇▇▇ ▇▇▇▇▇▇ December 22, 1995

AMENDMENT, CANCELLATION AND WAIVER. This Agreement and the Annexes hereto may be amended, modified, superseded or cancelled, and any of the terms hereof or thereof may be waived, only by a written instrument executed by the Company and Banca del Gottardo hereto or thereto, as the case may be, or, in the case of a waiver, by the party or parties waiving compliance. The failure of any party at any time or times to require performance of any provision hereof or of any Annex hereto shall in no manner affect the rights at a later time to enforce the same. No waiver by any party of any condition or of the breach of any term contained in this Agreement or in any Annex hereto, whether by conduct or otherwise, in any one or more instances, shall be deemed to be construed as a further or continuing waiver of any such breach or the breach of any other term of this Agreement or of the Annexes hereto. THUS DONE AND SIGNED in 2 originals, of which one is for the Company, in Carrollton/Lugano effective as of December 22October 26, 1995 INTELLICALL1999 BIGMAR, INC. by /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Chief Executive Officer, President and Chairman of the Board December 22, 1995 By: _____________________________ BANCA DEL GOTTARDO by /s/ ▇▇▇▇ ▇▇▇▇▇▇ December 22, 1995By: _____________________________ ANNEX A TERMS OF THE "CONVERTIBLE NOTES" OF THE COMPANY

AMENDMENT, CANCELLATION AND WAIVER. This Agreement and the Annexes hereto may be amended, modified, superseded or cancelled, and any of the terms hereof or thereof may be waived, only by a written instrument executed by the Company and Banca del Gottardo hereto or thereto, as the case may be, or, in the case of a waiver, by the party or parties waiving compliance. The failure of any party at any time or times to require performance of any provision hereof or of any Annex hereto shall in no manner affect the rights at a later time to enforce the same. No waiver by any party of any condition or of the breach of any term contained in this Agreement or in any Annex hereto, whether by conduct or otherwise, in any one or more instances, shall be deemed to be construed as a further or continuing waiver of any such breach or the breach of any other term of this Agreement or of the Annexes hereto. THUS DONE AND SIGNED in 2 originals, of which one is for the Company, in Carrollton/Lugano effective as of December 22November 15, 1995 1996 INTELLICALL, INC. by By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇ Chief Executive Officer, President and Chairman of the Board December 22, 1995 date signed 11/15/96 BANCA DEL GOTTARDO by By: /s/ ▇▇▇▇ ▇▇▇▇▇▇ December 22, 1995date signed 11/15/96