STOCK EXCHANGE AGREEMENT
This STOCK EXCHANGE AGREEMENT is entered into on this 11th day of February, 2000, between the
persons listed on the signature page under the caption "Stockholders" (collectively, the "STOCKHOLDERS" and
individually, a "STOCKHOLDER"), who are holders of the Company's Series C Preferred Stock, par value
$0.10 per share (the "SERIES C PREFERRED STOCK"), and Applied Voice Recognition, Inc., a Delaware
corporation (the "COMPANY").
W I T N E S S E T H:
WHEREAS, the Company and the Stockholders are parties to a letter agreement dated January 7, 2000 (the
"LETTER AGREEMENT") pursuant to which the Company agreed to designate a Series G Preferred Stock, par
value $0.10 per share, with a specified conversion price (the "SERIES G PREFERRED STOCK"), to exchange
for all of the outstanding Series C Preferred Stock held by the Stockholders; and
WHEREAS, the parties desire to consummate their understandings agreed upon in the Letter Agreement with
respect to the exchange of shares of the Series C Preferred Stock for shares of the Series G Preferred Stock on
the terms set forth therein.
NOW, THEREFORE, for and in consideration of the premises, and the mutual and dependent promises
contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto hereby agree as follows:
1.1 CERTAIN DEFINITIONS. As used in this Agreement, each of the following terms has the meanings set
(a) "Agreement" means and includes this Stock Exchange Agreement and the schedules and exhibits hereto.
(b) "Claims" means any claims, demands, actions, costs, damages, losses, diminution in value, expenses,
obligations, liabilities, recoveries, judgments, settlements, suits, proceedings, causes of action or deficiencies,
including interest, penalties (including civil and criminal penalties) and reasonable attorneys' fees.
(c) "Encumbrance" means any security interest, mortgage, deed of trust, ple