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EXHIBIT 10.1
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BUSINESS CONSULTING
AGREEMENT
THIS AGREEMENT (the "Agreement") is entered into as of May 24,
2007, by and
between LANE CAPITAL Markets, LLC (the "Company"), and
SPEECHSWITCH INC. (the
"Client").
WHEREAS, the Company provides access to viable business partners
with the intent
to merge with the Client. WHEREAS, the Client has desires to
utilize the
services offered by the Company.
AGREEMENT
NOW, THEREFORE, for and in consideration of the mutual promises
and covenants
hereinafter set forth, the benefits to the parties to be derived
there from and
other good and valuable consideration the receipt and adequacy
of which is
hereby acknowledged, it is agreed as follows:
1. SERVICES The Client hereby retains the Company and the
Company hereby agrees
to provide the following services to the Client as an
independent contractor for
the term of the Agreement as defined, below:
Present possible business merger candidates for review by the
Client's board of
Directors.
2. TERM. This Agreement shall remain in full force and effect
for One Hundred &
Twenty (120) days, beginning upon receipt of the compensation
listed in Section
3 herein.
3. COMPENSATION. On commencement of this Agreement, the Company
shall receive
10,000,000 Class A common stock shares of the Client (the
"Shares") which will
be deemed earned at the signing of this Agreement. The Shares
will not be
registered under the Securities Act of 1933, as amended and will
have the
following legend affixed thereto:
NO SALE, OFFER TO SELL, OR TRANSFER OF THE COMMON SHARES
REPRESENTED BY
THIS CERTIFICATE SHALL BE MADE IN THE ABSENCE OF AN
EFFECTIVE
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS
AMENDED,
AND IN COMPLIANCE WITH ANY APPLICABLE STATE SECURITIES LAWS OR
AN
OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT THE
PROPOSED
TRANSFER IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF SAID
ACT AND
IS IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS.
<PAGE>
4. EXPENSES. The Company agrees to pay all expenses related to
the services
described in Section 1.
5. TERMINATION. This Agreement may be terminated (a) by either
party with 30
days prior written notice, or (b) should either party enter
into, involuntary
bankruptcy, or (c) should the Company knowingly or otherwise
render some act or
is involved in some event that has the effect of significantly
diminishing the
Client's reputation
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