Irrevocable Transfer Agent Instructions

EXHIBIT 10.27


IRREVOCABLE TRANSFER AGENT INSTRUCTIONS


March 27, 2006


Signature Stock Transfer Inc. One Preston Park 2302 Ohio Drive, Suite 100 Plano Texas 75093


RE: IVI COMMUNICATIONS, INC.


Ladies and Gentlemen:


Reference is made to that certain Securities Purchase Agreement (the "Securities Purchase Agreement") of even date herewith by and between IVI Communications, Inc., a Delaware corporation (the "Company"), and the Buyers set forth on Schedule I attached thereto (collectively the "Buyers") and that certain Pledge and Escrow Agreement (the "Pledge Agreement") of even date herewith among the Company, the Buyers and David Gonzalez, as escrow agent (the "Escrow Agent"). Pursuant to the Securities Purchase Agreement, the Company shall sell to the Buyers, an the Buyers shall purchase from the Company, convertible debentures (collectively, the "Debentures") in the aggregate principal amount of Six Hundred Thousand Dollars ($600,000), plus accrued interest, which are convertible into shares of the Company's common stock, par value $.001 per share (the "Common Stock"), at the Buyers discretion. The Company has also issued to the Buyer warrants to purchase up to 3,500,000 shares of Common Stock, at the Buyer's discretion (the "Warrant"). These instructions relate to the following stock or proposed stock issuances or transfers:


1. Shares of Common Stock to be issued to the Buyers upon conversion of
the Debentures ("Conversion Shares") plus the shares of Common Stock
to be issued to the Buyers upon conversion of accrued interest and
liquidated damages into Common Stock (the "Interest Shares").


2. Up to 3,500,000 shares of Common Stock to be issued to the Buyers
upon exercise of the Warrant (the "Warrant Shares").


3. The transfer of up to 15,967,500 shares of Common Stock (the
"Escrowed Shares") that have been delivered to the Escrow Agent
pursuant to the Pledge Agreement.


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This letter shall serve as our irrevocable authorization and direction to Signature Stock Transfer (the "Transfer Agent") to do the following:


1. Conversion Shares and Warrant Shares.


a. Instructions Applicable to Transfer Agent. With respect to the
Conversion Shares, Warrant Shares and the Interest Shares, the
Transfer Agent shall issue the Conversion Shares, Warrant Shares and
the Interest Shares to the Buyers from time to time upon delivery to
the Transfer Agent of a properly completed and duly executed
Conversion Notice (the "Conversion Notice") in the form attached as
Exhibit A to the Debentures, or a properly completed and duly
executed Exercise Notice (the "Exercise Notice") in the form
attached as Exhibit A to the Warrant, delivered to the Transfer
Agent by the Escrow Agent on behalf of the Company. Upon receipt of
a Conversion Notice or an Exercise Notice, the Transfer Agent shall
within three (3) Trading Days thereafter (i) issue and surrender to
a common carrier for overnight delivery to the address as specified
in the Conversion Notice or the Exercise Notice, a certificate,
registered in the name of the Buyer or its designees, for the number
of shares of Common Stock to which the Buyer shall be entitled as
set forth in the Conversion Notice or Exercise Notice or (ii)
provided the Transfer Agent is participating in The Depository Trust
Company ("DTC") Fast Automated Securities Transfer Program, upon the
request of the Buyers, credit such aggregate number of shares of
Common Stock to which the Buyers shall be entitled to the Buyer's or
their designees' balance account with DTC through its Deposit
Withdrawal At Custodian ("DWAC") system provided the Buyer causes
its bank or broker to initiate the DWAC transaction. For purposes
hereof "Trading Day" shall mean any day on which the Nasdaq Market
is open for customary trading.


b. The Company hereby confirms to the Transfer Agent and the Buyer that
certificates representing the Conversion Shares and the Warrant
Shares shall not bear any legend restricting transfer and should not
be subject to any stop-transfer restrictions and shall otherwise be
freely transferable on the books and records of the Company;
provided that counsel to the Company delivers (i) the Notice of
Effectiveness set forth in Exhibit I attached hereto and (ii) an
opinion of counsel in the form set forth in Exhibit II attached
hereto, and that if the Conversion Shares, Warrant Shares and the
Interest Shares are not registered for sale under the Securities Act
of 1933, as amended, then the certificates for the Conversion
Shares, Warrant Shares and Interest Shares shall bear the following
legend:


"THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
APPLICABLE STATE SECURITIES LAWS. THE SECURITIES HAVE BEEN ACQUIRED
FOR INVESTMENT AND MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR
ASSIGNED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT FOR
THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR
APPLICABLE STATE SECURITIES LAWS, OR AN OPINION OF COUNSEL, IN A
FORM REASONABLY ACCEPTABLE TO THE COMPANY, THAT REGISTRATION IS NOT
REQUIRED UNDER SAID ACT OR APPLICABLE STATE SECURITIES LAWS OR
UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT."


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c. In the event that counsel to the Company fails or refuses to render
an opinion as required to issue the Conversion Shares or the Warrant
Shares in accordance with the preceding paragraph (either with or
without restrictive legends, as applicable), then the Company
irrevocably and expressly authorizes counsel to the Buyer to render
such opinion. The Transfer Agent shall accept and be entitled to
rely on such opinion for the purposes of issuing the Conversion
Shares.


d. Instructions Applicable to Escrow Agent. Upon the Escrow Agent's
receipt of a properly completed Conversion Notice or Exercise Notice
and the Aggregate Exercise Price (as defined in the Warrant), the
Escrow Agent shall, within one (1) Trading Day thereafter, send to
the Transfer Agent the Conversion Notice or Exercise Notice as the
case may be, which shall constitute an irrevocable instruction to
the Transfer Agent to process such Conversion Notice or Exercise
Notice in accordance with the terms of these instructions.


2. Escrowed Shares.


a. With respect to the Escrowed Shares, upon an event of default as set
forth in the Pledge Agreement, the Escrow Agent shall send written
notice to the Transfer Agent ("Escrow Notice") to transfer such
number of Escrow Shares as set forth in the Escrow Notice to the
Buyers. Upon rec ...