EXHIBIT 10.28
CORNELL CAPITAL PARTNERS ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
____________________________
July 13, 2006
VIA FEDERAL EXPRESS
IVI Communications, Inc.
▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇
Re: Pledge and Escrow Agreement
Dear ▇▇. ▇▇▇▇▇▇:
Pursuant to the Pledge and Escrow Agreement (the "Agreement") dated
March 27, 2006 among Cornell Capital Partners, LP ("Cornell"), IVI
Communications, Inc. (the "Company"), and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq. (the "Escrow
Agent"), the Company has pledged to Cornell 15,000,000 shares of common stock of
the Company (the "Pledged Shares"). Cornell and the Company hereby terminate the
Agreement effective as of the date hereof.
This letter shall also serve as written notice to the Escrow Agent to
return the Pledged Shares to the Company upon receipt of this letter.
Please indicate your agreement to the foregoing by signing below where
indicated.
CORNELL CAPITAL PARTNERS, LP
By: Yorkville Advisors, LLC
Its: General Partner
By: /s/ ▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: President and Portfolio Manager
Agreed and acknowledged
IVI COMMUNICATIONS, INC.
By: /S/ ▇▇▇▇ ▇▇▇▇▇▇
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Name: ▇▇▇▇ ▇▇▇▇▇▇
Title: Chief Executive Officer
cc: ▇▇▇▇▇ ▇▇▇▇▇▇▇▇, Esq.
By HAND