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CONSULTING AGREEMENT

Consulting Services Agreement

CONSULTING AGREEMENT | Document Parties: DEEP FIELD TECHNOLOGIES, INC. | iVoice,  Inc You are currently viewing:
This Consulting Services Agreement involves

DEEP FIELD TECHNOLOGIES, INC. | iVoice, Inc

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Title: CONSULTING AGREEMENT
Governing Law: New Jersey     Date: 2/13/2007

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                              CONSULTING AGREEMENT

            This AGREEMENT   (this   "Agreement") is made as of February 13, 2007,
is made by and between Deep Field   Technologies,   Inc., a New Jersey corporation
(the   "Company"),   having an office at 2222 Second Street,   Fort Myers,   Florida
33901   and   iVoice,   Inc.,   a New   Jersey   corporation,   having an office at 750
Highway 34, Matawan, New Jersey 07747 (the "Consultant").

                                   WITNESSETH:

            WHEREAS,   the   Company   has   entered   into an Amended   and   Restated
Securities Exchange Agreement (the "Securities Exchange Agreement"), dated as of
January 25, 2007, by and among the Company, the joint venture participants named
therein and Beijing Sino-US Jinche Yingang Auto Technological Service Limited, a
cooperative   joint venture   organized under the laws of The People's Republic of
China ("Jinche") pursuant to which the Company has agreed to exchange certain of
its shares for joint venture interests in Jinche; and

            WHEREAS,   the   Company   now   desires to engage the   services   of the
Consultant, and the Consultant desires to render such services.

            NOW, THEREFORE,   in consideration of the premises, the parties agree
as follows:

      1. Consulting Services.   During the term of this Agreement, the Consultant
shall provide general   corporate   finance advisory and other similar   consulting
services to the Company,   subject to the terms and   conditions   hereinafter   set
forth (the "Services").   The Consultant agrees that it will perform the Services
faithfully and to the best of its ability, subject to the general supervision of
the Board of Directors of the Company.

      2. Term. The term of the Consultant's   engagement hereunder shall commence
on the date hereof (the   "Commencement   Date") and shall   continue for a term of
six (6) months.

      3. Compensation.

            In   consideration   of the services to be rendered by the   Consultant
hereunder,   the Company agrees to pay the Consultant,   and the Consultant agrees
to accept from the Company,   Four Million   (4,000,000)   shares of the   Company's
Class A Common Stock ("DFT Common Stock") which DFT Common Stock shall be issued
to the Consultant on the   Commencement   Date and which DFT Common Stock shall be
deemed   fully   earned and not   redeemable   by the   Company,   including   upon any
termination of this Agreement, after such issuance.

      4. Termination.   This Agreement may be terminated by the Company or by the
Consultant   upon thirty (30) days' prior written   notice of   termination   to the
other party hereto,   which notice shall set forth in reasonable detail the facts
and circumstances claimed to provide a basis for termination of the Consultant's
services.


<PAGE>

      5. Conditions to Effectiveness of Consulting Agreement.

            The   closing   (as   defined   in and   contemplated   by the   Securities
Exchange Agreement) shall have occurred.

      6. Non-Disclosure of Confidential Information and Non-Solicitation.

            (a) The Consultant acknowledges that the Company maintains as secret
and confidential   certain   information (i) relating to the products,   processes,
designs   and/or   systems used by the Company and (ii)   relating to the customers
and   employees   of   the   Company   (such   information   hereafter   referred   to as
"Confidential   Information").   The   Consultant   further   acknowledges   that such
Confidential   Information   is of great value to the Company.   The parties hereto
recognize   that   in   the   course   of   providing   services   to the   Company,   the
Consultant,   by reason of its   engagement   by the   Company,   may be   exposed   to
certain   Confidential   Information.   The parties   confirm that it is   reasonably
necessary to protect the Company's   goodwill,   and   accordingly,   the Consultant
agrees   that   in the   event   the   Consultant   is   exposed   to   any   Confidential
Information   the   Consultant   will not   directly   or   indirectly   (except   where
authorized   by the Board of   Directors   of the   Company   for the   benefit of the
Company):

                  (i) At any time   during or after   the term of this   Agreement,
divulge   to   any   persons,   firms   or   corporations,    other   than   the   Company
(hereinafter   referred to collectively as "third   parties"),   or use or allow or
cause or authorize any third parties to use, any such   Confidential   Information
other   than with   respect   to the   Company's   unified   messaging   business   (the
"Unified Messaging Business");

                  (ii) At any time during the term of this   Agreement   and for a
period of six (6) months after the   termination   of this   Agreement,   solicit or
cause or authorize   directly or indirectly to be solicited,   for or on behalf of
the Consultant or third parties, any business from persons, firms,   corporations
or other   entities   who   were at any time   within   six (6)   months   prior to the
termination of this Agreement,   customers of the Company other than with respect
to the Unified Messaging Business;

                  (iii) At any time during the term of this   Agreement and for a
period of six (6) months   after the   termination   of this   Agreement,   accept or
cause or authorize   directly or indirectly   to be accepted,   for or on behalf of
the   Consultant or third   parties,   any business from any such customers of this
Company other than with respect to the Unified Messaging Business;

                  (iv) At any time during the term of this   Agreement   and for a
period of six (6) months the termination of this Agreement,   solicit or cause or
authorize   directly or   indirectly   to be solicited   for   employment,   for or on
behalf   of   the   Consultant   or   third   parties,    any   persons   (excluding   any
individuals residing in the same immediate primary residence as the shareholders
of the   Consultant,   and/or the   immediate   family   members of the   Consultant's
shareholders)   who were at any time within six (6) months prior to the cessation
of the   Consultant's   duties   hereunder,   employees   of the   Company   other than
employees related to the Unified Messaging Business; and

                  (v) At any time   during the term of this   Agreement   and for a
period of six (6) months   after the   termination   of this   Agreement,   employ or
cause or authorize   directly or indirectly   to be employed,   for or on behalf of
the   Consultant or third   parties,   any such employees of the Company other than
employees related to the Unified Messaging Business.


                                      -2-
<PAGE>

            (b) The Consultant   agrees that, upon   termination of this Agreement
by the Company for any reason,   the Consultant shall forthwith deliver up to the
Company any and all records,   drawings,   notebooks, keys and other documents and
material, and copies thereof in its possession or under its control which is the
property   of the Company   other than in   connection   with the Unified   Messaging
Business.

            (c) The   Consultant   agrees that any breach or threatened   breach by
the Consultant of any provision of this Section 6 shall entitle the Company,   in
addition to any other legal   remedies   available to it, to enjoin such breach or
threatened   breach   through   any court of   competent   jurisdiction.   The parties
hereto   understand and intend that each restriction   agreed to by the Consultant
herein   above shall be construed as   separable   and   divisible   from every other
restriction,   and   that   the   unenforceability,   in   whole   or in   part,   of any
restriction will not affect the   enforceability   of the remaining   restrictions,
and that one (1) or more or


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