EXHIBIT 10.25
CONSULTING AGREEMENT
This Agreement is made effective as of October 20, 1998 by and between IIP Voice
Communications, Inc. of 00000 X. Xxxxxxx Xxxxx, Xxxxxxxxx, Xxxxxxxx 00000, and
International Investment Partners, Ltd, of Xxxxxxxx Xxxxxxxx Xxxxxx, Xxxxx
Xxxxxxxxx Xx., Xxxxxx 0, Xxxxxxx.
In this Agreement, the party who is contracting to receive services shall be
referred to as "IPVoice", and the party who will be providing the services shall
be referred to as "IIP".
IIP has a background in advising on financial matters in connection with
becoming a publicly traded company through a 'reverse-merger' and is willing to
provide services to IPVoice based on this background.
IPVoice desires to have services provided by IIP.
Therefore, the parties agree as follows:
1. DESCRIPTION OF SERVICES. Beginning on October 20, 1998, IIP will
provide the following services (collectively, the "Services"): Advise
IPVoice on raising up to $1.0m in private placement offering, assist
generally with issues following the reverse merger, assist with market
makers, lawyers, accountants, audits and general advise concerning
IPVoice status as a p8ublic company. Advise and assist IPVoice with
raising as further $2.0m, in order for IPVoice to execute it's business
plan.
2. PERFORMANCE OF SERVICES. The manner in which the Services are to be
performed and the specific hours to be worked by IIP shall be
determined by IIP. IPVoice will rely on IIP to work as many hours as
may be reasonably necessary to fulfill IIP's obligations under this
Agreement.
3. PAYMENT. IPVoice will pay a fee to IIP for the services in the amount
of $100,000.00 This fee shall be payable immediately for providing
consultant services for assistance in preparing the business plan,
stock option plans, officer compensation plans and other matters, This
amount is to be paid in common stock of IPVoice, free of restrictive
legend, at $0.10 per share.
4. ADDITIONAL COMPENSATION. In addition to the payments under the
preceding paragraph, IPVoice will make payments to IIP of $250,000.00,
for providing the public shell company and administrative activities
associated with the reverse merger, payable in 133,760 shares of stock
of IPVoice, free of restrictive legend at $0.10 per share and 106,240
shares of stock of IPVoice with restrictive legend at $0.10 per share.
In addition to the foregoing, in recognition and payment for those
services provided by IIP since March 1998, IPVoice shall provide IIP
with a three year financial consultant contract, effective immediately,
in which IIP or other designee, shall be entitled to a stock option
plan for 1,600,000 (One Million Six Hundred Thousand) shares of common
stock of IPVoice, to be issued free of restrictive legend at a cost of
$0.6c (six Cents) per share, and 350,000 shares of restricted common
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stock of IPVoice at a cost of $3.90 (three Dollars and Ninety cents)per
share. Such shares may be exercised at any time by IIP>
Additionally, IIP shall invoice IPVoice a monthly basis (Terms net 30)
as follows:
Months 6-12 following the reverse merger: $4000.00 monthly
Months 13-24 following the reverse merger: $6000.00 monthly
Months 25-36 following the reverse merger: $8000.00 monthly
Upon execution of this agreement, IIP shall have the right and option
in consideration of $100.00 paid to IPVoice simultaneously herewith, to
purchase warrants in the company equal to 5% of the Company with full
anti-dilution rights. The warrants shall be effective for a period of 5
(five) years, and exercisable at a price of $1.00 per share.
5. TERM/TERMINATION. This Agreement may be terminated by either party
upon 90 days written notice to the other party.
6. NOTICES. All notices required or permitted under this Agreement
shall be in writing and shall be deemed delivered when delivered in
person or deposited in the United States mail, postage prepaid,
addressed as follows:
IF for IPVoice: IP Voice Communications, Inc.
Xxxxxxx X. Will, President
00000 X. Xxxxxxx Xxxxx
Xxxxxxxxx, Xxxxxxxx 00000
IF for IIP: International Investment Partners, Ltd
Xxxxx XxXxxx, President
Xxxxxxxx Xxxxxxxx Xxxxxx, Xxxxx Xxxxxxxxx Xx.,
Xxxxxx 0, Xxxxxxx
Such address may be changed from time to time by either party by
providing written notice to the other in the manner set forth above.
8. ENTIRE AGREEMENT. This Agreement contains the entire agreement of
the parties and there are no other parties and there are no other
promises or conditions in any other agreement whether oral or written.
This Agreement supersedes any prior written or oral agreements between
the parties.
9. AMENDMENT. This Agreement may be modified or amended if the
amendment is made in writing and is signed by both parties.
10. SEVERABILITY. If any provision of this Agreement shall be held to
be invalid or unenforceable for any reason, the remaining provisions
shall continue to be valid and enforceable. If a court finds any
provision of this Agreement is invalid or unenforceable, but that by
limiting such provision it would become valid and enforceable, then
such provision shall be deemed to be written, construed, and enforced
as so limited.
11.WAIVER OF CONTRACTURAL RIGHT. The failure of either party to enforce
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any provision of this Agreement shall not be construed as a waiver or
limitation of that party's right to subsequently enforce and compel
strict compliance with every provision of this Agreement.
12. APPLICABLE LAW. This Agreement shall be governed by the laws of the
State of Nevada.
Party receiving services:
IIP Voice Communications, Inc.
By: /s/ Xxxxxxx X. Will
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Xxxxxxx X. Will
President
Part providing services:
International Investment Partners, Ltd
By: /s/ Xxxxx XxXxxx
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Xxxxx XxXxxx
President
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