MARKETING AGREEMENT

Definitions .

1.1.  

The terms defined in this Section shall have the meanings set forth below whenever they appear in this Agreement, unless the context in which they are used clearly requires a different meaning, or a different definition is described for a particular Section or provision.

1.1.1.  

“Subscriber Override” means (a) fifteen percent (15%) of the revenue the Company receives from each subscriber of the Company when the subscriber subscribes to the Company’s services through a Direct Channel; or (b) thirty percent (30%) of the Net Margin the Company earns from each subscriber of the Company when the subscriber subscribes to the Company’s services through an Indirect Channel.

1.1.2.  

“Bounty” means a one-time payment of Ten Dollars ($10.00) for each new subscriber who subscribes to the Company’s services through one of Virenta’s marketing programs or through one of the Strategic Partners introduced to the Company by Virenta; provided, however, that the new subscriber remains a customer of the Company for at least 90 days and has a monthly average revenue of at least $15.00 per month for those 90 days.

1.1.3.  

“Profit Participation” means fifty percent (50%) of the profits received by the Company from each new subscriber of the Company when the new subscriber subscribes to the Company’s services through one of Virenta’s marketing programs or through one of the Strategic Partners introduced to the Company by Virenta when the Company’s Net Profit after all costs and commissions is in excess of twenty-five (25%).

1.1.4.  

“Net Margin” means gross revenue received less (a) cost of goods sold and (b) $1.00 per month per user to the Company for general and administrative expenses.

1.1.5.  

“Cash Flow Positive” means earnings before interest, taxes depreciation and amortization for a fiscal year-end quarter.

1.1.6.  

“Strategic Partner(s)” means an individual, entity or organization with which the Company enters into a contractual agreement for the individual, entity or organization to provide the Company’s services.

1.1.7.  

“Direct Channel” means a subscriber who subscribes to the Company’s services without a channel relationship between the subscriber and the Company.

1.1.8.  

“Indirect Channel” means a subscriber who subscribes to the Company’s services through and with a channel partner of the Company between the subscriber and the Company.

Services .

2.1.  

Company agrees to hire Virenta and Virenta agrees to provide services to Company in the areas of marketing, product strategy and other matters relating to the business of the Company (the “Services”).

Online Marketing .

3.1.  

Virenta is granted the right to market the Company’s services through web-based online affiliate registration programs and other similar web-based programs. Virenta will be given such other rights necessary to protect the implementation of Virenta’s online marketing programs.

3.1.1.  

Incentive payments to third parties associated with Virenta’s affiliate registration and online marketing programs will be paid by the Company. The Company must approve all incentive payments prior to the implementation of the programs by Virenta.

3.1.2.  

The Company agrees to make trial periods and discounts available to potential customers solicited by Virenta. The Company must approve all trial periods and discounts offered by Virenta prior to the implementation of the programs by Virenta.

Wholesale Minutes .

4.1.  

Virenta will be allowed to sell airtime minutes on a wholesale basis. The parties recognize that the selling of wholesale minutes will not commence until appropriate processes and technologies are implemented by the Company and such processes and technologies are not currently in place. The parties further agree that they will work in good faith to implement such processes and technologies as their resources allow.

Cash Compensation .

5.1.  

The Company will pay Virenta $22,916.00 monthly (the “Monthly Payment”). Twenty-five percent (25%) of the Monthly Payment will be deferred until the Company becomes Cash Flow Positive or other mutually agreed-upon financial objectives are met at which time the deferred amount will be paid in full. As the Subscriber Revenue (defined later herein) increases, the Monthly Payment will be offset and decrease so that the combination of the Monthly Payment and the Subscriber Revenue equals at least $22,916.00 per month. When the Subscriber Revenue exceeds $22,916.00 in any given month no Monthly Payment will be made or owed in that given month. The Monthly Payment will be paid on or before the 10th day of the month following the month in which the Monthly Payment was earned.

5.2.  

The Company will pay Virenta a Bounty on a monthly basis.

5.3.  

The Company will pay Virenta a Subscriber Override on a monthly basis.

5.3.1.  

If this Agreement is terminated the Subscriber Override will be paid as follows.

5.3.1.1.  

For the first twelve months after the Agreement is terminated, the Subscriber Override will be one-hundred percent 100% of what the Virenta would normally be entitled to receive had the Agreement not been terminated.

5.3.1.2.  

For the second twelve months after the Agreement is terminated, the Subscriber Override will be seventy-five percent (75%) of what the Virenta would normally be entitled to receive had the Agreement not been terminated.

5.3.1.3.  

For the third twelve months after the Agreement is terminated, the Subscriber Override will be fifty percent (50%) of what the Virenta would normally be entitled to receive had the Agreement not been terminated.

5.3.1.4.  

After thirty-six months after the Agreement is terminated the Subscriber Override will end and no further Subscriber Override will be owed to Virenta.

5.4.  

The Company will pay Virenta a Profit Participation on a quarterly basis.

5.4.1.  

If this Agreement is terminated the Profit Participation will be paid as follows:

5.4.1.1.  

For the first twelve months after the Agreement is terminated, the Profit Participation will be one-hundred percent 100% of what the Virenta would normally he entitled to receive had the Agreement not been terminated.

5.4.1.2.  

For the second twelve months after the Agreement is terminated, the Profit Participation will be seventy-five percent (75%) of what the Virenta would normally be entitled to receive had the Agreement not been terminated.

5.4.1.3.  

For the third twelve months after the Agreement is terminated, the Profit Participation will be fifty percent (50%) of what the Virenta would normally be entitled to receive had the Agreement not been terminated.

5.4.1.4.  

After thirty-six months after the Agreement is terminated the Profit Participation will end and no further Profit Participation will be owed to Virenta.

5.5.  

The parties agree that if an opportunity to market the Company’s services is presented but the Company’s costs and Virenta’s compensation in this section 5 make the opportunity economically unfeasible, the parties will review the compensation in this section 5 and the Company’s costs to determine if adjustments would make the opportunity feasible. If the parties agree to adjustments, such adjustments must be reduced to writing and signed by both parties before they are effective.

5.6.  

The Bounty and the Profit Participation will be applicable to only the accounts generated from the programs and Strategic Partners listed on Exhibit “A” attached hereto and incorporated herein. Exhibit “A” will be revised from time to time as new programs and relationships with Strategic Partners are begun. Revisions to Exhibit A will be made according to the following procedure.

5.6.1.  

The initial Exhibit A will be dated and signed by both parties.

5.6.2.  

Virenta will add accounts and Strategic Partners (the “Added Accounts&rdqu