Proposal No. 2 - APPROVAL OF AN AMENDMENT TO THE ARTICLES OF INCORPORATION TO INCREASE THE AUTHORIZED COMMON STOCK OF WIZZARD SOFTWARE CORPORATION TO 200,000,000 SHARES

The Board of Directors recommends stockholder approval of the increase of authorized Common Stock of Wizzard Software Corporation to 200,000,000.

On March 30, 2011, our Board of Directors approved an amendment to our Amended and Restated Articles of Incorporation (our “Articles”) to increase the authorized common stock by 100,000,000 shares, from 100,000,000 shares to 200,000,000 shares, and directed that this amendment be submitted to a vote of our stockholders at the Annual Meeting.

We currently have 100,000,000 shares of our common stock authorized for issuance. As of the close of business on the Record Date, there were 89,776,359 shares of common stock issued and outstanding; 3,409,706 shares of common stock reserved for future issuance under our equity compensation plans; 5,972,815 shares of common stock reserved for future issuance upon the conversion of warrants and 8,000,000 shares of common stock reserved for future issuance upon the conversion of the Preferred Stock and pursuant to contractual arrangements. As of the close of business on the Record Date, based on the number of outstanding and reserved shares of common stock, Wizzard did not have the necessary shares of common stock available and unreserved for future use. Our Board of Directors believes that the availability of additional authorized shares of common stock will provide us with the flexibility to issue shares of our common stock and securities convertible or exercisable for common stock for general corporate purposes, such as (a) financing transactions, including public or private offerings of common stock or convertible securities, (b) strategic investments, partnerships, collaborations, and other similar transactions, and (c) equity awards under our equity compensation plans. Failure to increase the authorized common stock may limit our ability to finance investment opportunities or attract or retain employees over the long term.

Our Board of Directors will determine whether, when, and on what terms the issuance of shares of our common stock may be warranted in connection with any future actions. No further action or authorization by our stockholders will be necessary before issuance of the additional shares of our common stock authorized under our Certificate, except as may be required for a particular transaction by applicable law or regulatory agencies or the rules of NYSE AMEX or any other stock exchange on which our common stock is listed.

The additional common stock to be authorized will have rights identical to our currently outstanding common stock. This amendment will not affect the par value of our common stock, nor will it affect our preferred stock. Any issuance of additional shares of common stock would increase the number of outstanding shares of common stock and, unless such issuance was pro rata among existing stockholders, the percentage ownership of existing stockholders would be diluted accordingly. Holders of our common stock do not have preemptive rights to purchase any additional shares of our common stock that may be issued.

Except as indicated below, there are no present plans to issue common stock from the newly available common stock.  It is not presently determinable if the holders of our outstanding warrants and stock options will exercise their rights to convert these instruments into common stock.

Should the holders of the warrants and stock options exercise their rights to convert to common stock, we would plan to issue the following shares from the newly available common stock:

Enable Growth Partners LP – 3,918,050 shares for conversion Preferred Stock

Enable Opportunity Partners LP – 460,000 shares for conversion Preferred Stock

Pierce Diversified Strategy Master Fund LLC, Ena – 221,950 shares for conversion     Preferred Stock

New Castle Consulting, LLC – 500,000 “unregistered” and “restricted” shares in  consideration of consulting services.

Although an increase in the authorized shares of our common stock could, under certain circumstances, also be construed as having an anti-takeover effect (for example, by permitting easier dilution of the stock ownership of a person seeking to effect a change in the composition of our Board of Directors or contemplating a tender offer or other transaction resulting in our acquisition by another company), the proposed increase in shares authorized is not in response to any effort by any person or group to accumulate our common stock or to obtain control of the Company. In addition, this amendment is not part of a plan by our Board to recommend or implement a series of anti-takeover measures.

We are seeking your approval for the increase in authorized common stock. If stockholder approval is not obtained, we will not be able to continue to support the growth of the company.

The Board of Directors believes that it is in our best interests to be able to continue to provide a means by which the investors are able to obtain ownership in the Company as the company strives for profitability.

Stockholder Approval

The affirmative vote of the holders of a majority of the stockholders’ shares present in person or represented by proxy at the annual meeting and entitled to vote is required to approve the increase of authorized common stock to 200,000,000.

Your Board of Directors unanimously recommends a vote FOR the approval of an amendment to the Articles of Incorporation to increase the authorized common stock of the Company to 200,000,000 shares.