ACKNOWLEDGEMENT AND AGREEMENT
With respect to the Investment Agreement entered into as of April 24,
2000, by and among Guinness Telli*Phone Corporation, a corporation
duly incorporated and existing under the laws of the State of Nevada
(the "Company") and Swartz Private Equity, LLC (hereinafter referred
to as "Swartz"), the Company hereby agrees and acknowledges the
following:
The Company acknowledges that the Investor may sell the Put Shares any
time, and from time to time, after the Put Date for such shares, and
that such sales may occur during a Pricing Period or Pricing Periods
and may have the effect of reducing the Purchase Price.
Furthermore, the Company agrees to present the proposed final
registration statement to be filed pursuant to the terms of the
Registration Rights Agreement entered into in conjunction with the
Investment Agreement to Swartz for its review at least five (5)
business days prior to the proposed filing date, and to obtain Swartz's
final approval of the registration statement before filing it with the
SEC.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
this 24th day of April, 2000.
GUINNESS TELLI*PHONE CORPORATION
____________________
By:
Lawrence A. Guinness, President & CEO
Address: Guinness Telli*Phone Corporation
655 Redwood Hwy., #111
Mill Valley, CA 94941
Telephone (415) 389-9442
Facsimile (415) 388-0390
SWARTZ PRIVATE EQUITY, LLC.
By: ________________________________
Eric S. Swartz, Manager
Address: 1080 Holcomb Bridge Road
Bldg. 200, Suite 285
Roswell, GA 30076
Telephone: (770) 640-8130
Facsimile: (770) 640-7150
