Exhibit
4.8
CONSULTING AGREEMENT - GARY
POST
This Consulting Agreement (this "Agreement") is
made as of May 3, 2007, by and between VoIP, Inc with offices at
151 South Wymore Road, Suite 3000, Altamonte Springs, FL 32714 (the
"Company'), and GARY POST an individual ("Consultant") with respect
to the following facts:
For good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties hereto
agree as follows:
1.
Engagement
. The Company hereby engages
Consultant as a contractor and consultant to to assist the Company
in negotiating settlements of various litigation matters the
Company has recently been engaged in, and Consultant has agreed to
provide these services to the Company, subject to the terms and
conditions described in this Agreement. Consultant is not an
investment adviser nor a broker dealer as defined under federal or
state law and will not provide any services requiring registration
as such.
2.
Term
. The term of this Agreement shall
expire upon the one year anniversary from the date of this
Agreement (the "Term"), provided, however, that either party may
terminate the engagement at any time upon thirty days' prior
written notice. The Agreement may be terminated by the Company
immediately upon notice in the case of the commission of an act of
actual fraud by Consultant in the course of its activities
hereunder. The Agreement may be terminated by Consultant
immediately upon notice in the case of the commission of an act of
actual fraud by the Company.
3.
Services
. The services (the "Services") to
be provided by Consultant shall consist of negotiating with
plaintiffs and the Company’s legal counsel as appropriate,
with the objective of reaching out-of-court settlements to the
Company’s matters being litigated.
4.
Costs
. The Company will be responsible
for reasonable out of pocket expenses undertaken in respect of the
Services, provided, however, all items of such expense in excess of
$200 shall be approved in advance by the Company.
5.
Compensation for
Services . For
continuing to provide the Services, the Company shall give the
Consultant a onetime fee of 550,000 shares of the Company’s
common stock, par value $0.001 (the “Shares”). The
Company shall file an S-8 Registration to register the underlying
common stock of the Shares by no later than May 10,
2007.
6.
Independent
Contractor .
Consultant is an independent contractor responsible for
compensation of its agents, employees and representatives, as well
as all applicable withholding and taxes (including unemployment
compensation) and all worker's compensation insurance.
7.
Non-Competition and
Non-Solicitation .
(a)
Restricted Business
Activity .
Consultant hereby agrees that, during the Term, and for a period of
one year after the termination of this Agreement, for any reason,
as the case may be, Consultant shall not, directly or
indirectly:
i. in any individual or representative capacity,
whether as principal, agent, partner, officer, director, employee,
joint venturer, member of any business entity, consultant, advisor
or investor (except that Consultant shall have the right hereunder
to own up to 3% of one or more public companies having a class of
equity securities registered with the Securities and Exchange
Commission under the Securities Exchange Act of 1934 as amended) or
otherwise, compete with Company by performing services, activities,
or duties similar or identical to those which Consultant performed
during his employment with Company, in, or for any business entity
or enterprise located or owning property within a one-hundred mile
radius of the Company, which engages in any of the Company's
businesses;
ii. disseminate or make use of any valuable,
unique, confidential, or proprietary information of Company
(whether tangible or intangible and whether or not electronically
kept or stored), including that regarding or comprising
actual/potential customer, or prospect, lists or identities,
processes, procedures, drawings, designs, manuals, business plans,
pricing policies/schedules, vendors/contractor sources/identities,
financial information of customers or the Company, and other
proprietary documents, materials, or information relating to the
Company, its businesses and activities, the manner in which the
Company does business, all of which is valuable to the Company in
conducting its business because the information is kept
confidential and is not generally known to the Company's
competitors or to the general public ("Confidential Information").
Confidential Information does not include information generally
known to third parties unrelated to the Company or easily obtained
from public sources/records.
To the extent that the Confidential Information
rises to the level of a trade secret under applicable law,
Consultant acknowledges and agrees that he shall forever protect
and maintain the confidentiality of such trade secrets and shall
not disseminate or make use of any such trade secrets without the
Company's prior consent.
iii. in any manner induce, attempt to induce, or
assist others to induce or attempt to induce any of the Company's
customers, or contacts with whom Consultant had contact during the
Term, to terminate, reduce or influence said individual's or
entity's business or association with the Company, or do anything
to interfere with the relationship between the Company and any of
the customers, or contacts or persons or concerns dealing with the
Company;
iv. without the prior written
