EXHIBIT 10.1
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ADMINISTRATIVE SERVICES AGREEMENT
This Administrative Services Agreement (the "Agreement") is
entered
June 20, 2008 by and between iVoice, Inc., a New Jersey
corporation, with its
principal office at 750 Route 34, Matawan, NJ, 07747 ("iVoice"),
and Small Cap
Advisors, Inc., a New Jersey corporation, with its principal office
at 750 Route
34, Matawan, NJ, 07747 (the "Company").
WHEREAS, the Company desires to engage iVoice to provide the
Services,
on the terms and subject to the conditions hereinafter set
forth.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements
herein set forth, the parties hereto agree as follows:
1. SERVICES
1.1 During the term of this Agreement, iVoice shall provide
the following Services to the Company:
a. Contract review
b. Issuing sales orders
c. Invoicing
d. Collections
e. Review inventory records, warehousing reports, etc.
f. Manage employee records
g. Process
payroll
h. Manage insurance coverages (health, liability, etc)
i. Accounts Payable
j. Accounts Receivable
k. Expense reimbursement
l. Vendor payments
m. Manage cash accounts
n. Maintain accounting records
o. Prepare periodic tax filings
p. Manage quarterly review and year-end audit in conjunction
with outside auditors
q. Office premises at the headquarters of iVoice.
r. Public relations, sales and marketing services.
1.2 iVoice shall perform the Services in a timely and
efficient manner, in accordance with all applicable laws,
regulations and
ordinances, and shall assign to each of the Services substantially
the same
priority as assigned to services of like category performed in its
own
operations.
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2. TERM
2.1 The term of this Agreement shall commence on the date
hereof and shall continue on a month to month basis, unless
terminated by either
party by providing thirty (30) advance written notice to the
non-terminating
party.
3. FEES
In consideration for the Services, the Company shall pay
iVoice a fee of Four Thousand Dollars ($4,000) per month to be
adjusted from
time to time to reflect the prevailing rate for such services. Fees
shall be
billed monthly and are due thirty (30) days thereafter. Should the
Company be
unable to pay the Fees on a timely basis, the past due Fees shall
be added to
the Secured Convertible Promissory Note issued on the date
hereof.
4. OBLIGATIONS AND RELATIONSHIP
Both parties to this Agreement shall at all times act as
independent
contractors and, notwithstanding anything contained herein, the
relationship
established hereunder between the parties shall not be construed as
a
partnership, joint venture or other form of joint enterprise.
Except as
expressly authorized by a party hereto, no party shall be
authorized to make any
representations or to create or assume any obligation or liability
in respect of
or on behalf of the other party, and this Agreement shall not be
construed or
constituting either party or the agent of the other party.
5. LIMITED LIABILITY; INDEMNIFICATION
5.1 iVoice shall not be liable to the Company for a
