November 8, 2006
Mr. Jean-Marc Stiegemeier
Chairman & Chief Executive Officer
One IP Voice, Inc.
22 Prestige Park Circle
East Hartford, CT 06108
Dear Mr. Stiegemeier:
This will confirm our understanding that Wall Street Consultants, Inc.
("Consultants") has been retained as financial public relations counsel to One
IP Voice, Inc. ("OIPV") beginning November 8, 2006 (the "Effective Date") and
continuing until canceled as hereinafter provided at a cash fee of $7,500 per
month, payable in advance on the first day of each month, plus the
reimbursement of reasonable out-of-pocket expenses, payable on receipt of an
itemized statement thereof (provided, however, that the approval of OIPV shall
be required for any expenses in excess of $750.00 in the aggregate, per month).
In addition, subject to approval of OIPV's Board of Directors at its next
meeting, for each full 12 month period that this agreement is in effect OIPV
shall grant Consultants options to purchase as many shares as could be
purchased for $100,000 of the Company's Common Stock under the Company's 2002
Stock Option Plan (the "Stock Plan"). Such option shall have a term of
five-years and an exercise price per share equal to the closing sale price of
the Common Stock quoted on the OTC Bulletin Board, the Nasdaq Stock Market or
The Pink Sheets, or the closing price quoted on any national or regional
securities exchange on which such securities are listed on the date of the
grant (provided that if the Common Stock is not traded on the Nasdaq Stock
Market, Over-The-Counter Bulletin Board or The Pink Sheets Quotation System or
on a national or regional securities exchange, the exercise price per share
shall equal the fair market value of each share of Common Stock as shall be
determined by OIPV's Board of Directors), which option shall be evidenced by
OIPV's standard form of Non-Qualified Option agreement attached hereto as
Exhibit A. The options shall have piggyback registration rights and will vest
at the rate of one-twelfth per month; provided, however, that the options shall
not vest unless Consultants, on the vesting date, is and has been at all times
since the date of the option agreement, a consultant to the Company. Wall
Street Consultants, Inc. represents that it is an "Accredited Investor" as
defined in Regulation D promulgated under the Securities Act of 1933, as
At the conclusion of 12 months, should this contract not be canceled by
either party on 90 days prior written notice as set forth below, or modified,
by mutual agreement, the same terms will pertain to the next 12 month period,
using the anniversary date of this agreement as the option grant date. OIPV
agrees to maintain and reserve a sufficient number of authorized and unissued
shares of common stock for future exercise of any additional stock options
granted pursuant to the preceding paragraph.
Consultants shall provide OIPV the public relations services outlined in
Exhibit B hereto. Consultants' personnel will be thoroughly trained and
familiar with all equipment or aspects of work and have practical experience so
as to be capable of using discretion and independent judgment in performing
work. Such personnel will perform the services in a professional manner in
accordance with the highest industry standards.
This agreement may be canceled by either party on ninety (90) days
written notice. Upon the termination of this Agreement all options granted to
employee, other than vested options, shall immediately terminate. For this
purpose (and all other purposes of this agreement), the ninety (90) day period
following notice of termination shall be considered part of the retainer
It is understood that during the 90 day period following notice of
termination, OIPV will continue to honor its fee arrangement to Consultants,
plus reimbursement of expenses as provided above, and that Consultants will
continue the completion of any work undertaken on behalf of OIPV.
Any disputes arising under or in connection with the interpretation of
this Agreement or the rights and obligations of the parties hereto shall be
resolved by arbitration in the City of New York
under the rules of the American
Arbitration Association then obtaining. The decision of the arbitrator(s) shall
be final and binding, and judgment may be entered thereon in the Supreme Court
of the State of New York
or in the United States District Court for the
Southern District of New York
or any court having jurisdiction. The costs and
expenses, including counsel fees, shall be borne by each of the parties or as
the arbitrator(s) may determine at the request of any party.
It is further understood that as your financial public relations counsel
we must in all instances rely upon the accuracy and completeness of the
information supplied to us by OIPV its officers and directors. In that
connection, OIPV assumes full responsibility for the accuracy and completeness
of such information, and One IP Voice, Inc. agrees to indemnify Consultants and
pay the reasonable costs and expenses (including, without limitation,
reasonable attorneys' fees, disbursements and related expenses), of Consultants
in any suit or proceeding arising out of or related to the inaccuracy or
incompleteness of such information.
In turn, Consultants acknowledges that OIPV is a publicly traded company.
Consultants agrees (i) to issue no press releases on behalf of OIPV which have
not had the prior clearance of Mr. Jean-Marc Stiegemeier, Chairman & Chief
Executive Officer or any other corporation officer he may designate, and (ii)
at any time shall use its best efforts to ensure that none of its actions shall
cause OIPV to violate United States federal and state securities laws.
If this agreement meets with your approval, please sign one copy and
return it to me while retaining the other copy for your files, along with two
checks representing (i) the first month's fee, and (ii) a security deposit in
an amount equal to three-months' fees For your convenience, we are providing
our checking account information at The Bank of New York
, account #6300659452,
ABA Routing #021202719 so that you may remit payment via bank wire transfer.
Very truly yours,
/s/ Donald Kirsch
One IP Voice, Inc.
/s/ Jean-Marc Stiegemeier
Chairman & Chief Executive Officer