EXECUTIVE EMPLOYMENT AGREEMENT

Exhibit 10.17

EXECUTIVE EMPLOYMENT AGREEMENT

Executive Employment Agreement (“Agreement”), including the attached Exhibits “A”, “B”, “C” and “D” is entered into this 22nd day of February 2008, between IPtimize, Inc., a publicly owned and traded Delaware corporation with offices at 2135 S. Cherry St., Suite 200, Denver, CO. 80222 (the “Company”) and Ron Pitcock, an individual residing at, 7654 Spirit Ranch Road, Golden, Colorado 80403 (the “Executive”). The Agreement shall become effective on the Effective Date as that term is defined in Section 1.1 below. The Company and the Executive are sometimes individually referred to as a “Party” and collectively as the “Parties”.

W I T N E S S E T H:

WHEREAS, the Executive has been serving as an independent consultant to the Company since April 1, 2007 at the agreed upon rate of $10,000 per month through December 31, 2007 and at $12,500 per month starting on January 1, 2008, none of which has been paid; and

WHEREAS, the Company is indebted to the Executive for unpaid consulting services rendered to the Company in the sum of $90,000 for 2007 and $25,000 for 2008 or a total of $115,000 (the “Consulting Debt”); and

WHEREAS , on August 20, 2007 the Parties entered into a written consulting agreement (the “Consulting Agreement”) memorializing the Executive’s consulting relationship with the Company and granting the Executive an option (the “Consulting Option”) to purchase 1,073,333 shares of the Executive’s Common Stock, $.001 par value per share, at an exercise price of $.24 per share (the “Consulting Option Shares”); and

WHEREAS, the Parties desire to: (i) incorporate the terms and conditions of the Consulting Agreement into this Agreement; (ii) set forth herein the terms and conditions of the Executive’s employment by the Company; and (iii) settle the Consulting Debt to the Executive.

NOW, THEREFORE , for and in consideration of the mutual promises, covenants, and obligations contained herein, the Company and the Executive agree as follows:

ARTICLE 1

EMPLOYMENT AND DUTIES:

1.1 The Company hereby employs the Executive, and the Executive hereby agrees to be employed by the Company, beginning as of March 1, 2008 (the “Effective Date”) and continuing until the date set forth on Exhibit A annexed hereto and hereby incorporated herein by reference (the “Term”), subject to the terms and conditions of this Agreement.

1.2 The Executive shall be employed in the positions set forth on Exhibit A.

1.3 The Executive shall, during the period of the Executive’s employment by the Company, devote substantially his full business time, energy, and best efforts to the business and affairs of the Company, subject to reasonable vacation and sick leave and reasonable charitable and civic activities for the Executive. Subject to the foregoing, and except for the Executive’s service as a member of the Board of Directors of the Rain Trust Foundation, the Colorado National Land Trust, Trade Base, Inc., and the National Versatility Ranch Horse Association, the Executive may not knowingly engage, directly or indirectly, in any other business, investment, or activity that materially interferes with the Executive’s performance of the Executive’s duties hereunder, is materially contrary to the interests of the Company, or requires any material portion of the Executive’s business time.

1.4 In connection with the Executive’s employment by the Company, the Company will provide the Executive access to confidential information pertaining to the business and services of the Company as is appropriate for the Executive’s employment responsibilities. The Company also shall provide to the Executive the opportunity to develop business relationships pertaining to the business and services of the Company that are appropriate for the Executive’s employment responsibilities.

1.5 The Executive acknowledges and agrees that, at all times during the employment relationship, the Executive owes fiduciary duties to the Company, including but not limited to the fiduciary duties of the highest loyalty, fidelity and allegiance to act at all times in the best interests of the Company including compliance with the Sarbanes-Oxley Act of 2002. A violation or threatened violation of this provision may be enjoined by the courts. Subject to Section 5.7, the rights afforded under this provision are in addition to any and all rights and remedies otherwise afforded by law.

1.6 It is agreed that any direct or indirect interest in, connection with, or benefit from any outside activities, particularly commercial activities, which interest might in any way adversely affect the Company or any of its affiliates, involves a possible conflict of interest. In keeping with the Executive’s fiduciary duties to the Company, the Executive agrees that during the employment relationship the Executive shall not knowingly become involved in a material conflict of interest with the Company or its affiliates, or upon discovery thereof, knowingly allow such a conflict to continue beyond such period of time as is reasonably required under the circumstances. Moreover, the Executive agrees that the Executive shall disclose to the Company’s chairman of the Board any material facts, which involve such a material conflict of interest that has not been approved by the Company’s Board of Directors. A violation or threatened violation of this prohibition may be enjoined by the courts. Subject to Section 5.7, the rights afforded under this provision are in addition to any and all rights and remedies otherwise afforded by law.

1.7 As set forth in Exhibit “B” annexed hereto, the Executive and the Company each understand and acknowledge that the terms and conditions of this Agreement constitute confidential information, and each shall keep confidential the terms of this Agreement and shall not disclose this confidential information to anyone other than their respective attorneys and tax advisors, or as required or compelled by law or legal proceeding.

ARTICLE 2

COMPENSATION, BENEFITS AND SETTLEMENT OF THE CONSULTING DEBT

2.1 The Executive’s monthly base salary at all times during the Term shall be not less than the amount set forth under the heading “Annual Base Salary” on Exhibit A, which shall be the subject of an annual review by the Company’s Board of Directors and subject to increase at the sole discretion of the Company, which shall be paid in monthly installments in accordance with the Company’s standard payroll practice. Any calculation to be made under this Agreement with respect to the Executive’s Annual Base Salary shall be made using the then current Annual Base Salary in effect at the time of the event for which such calculation is made. In addition, and during the Term, the Executive shall be entitled to receive the participation in the Company’s 2007 Stock Option Plan listed on Exhibit A.

2.2 The Company and the Executive hereby agree that the Consulting Debt is and shall be settled as follows: (i) the Company’s issuance and delivery to the Executive of an aggregate of 277,777 shares of the Company’s Common Stock, $.001 par value per share (the “Consulting Shares”) which are being valued at $.45 per Consulting Share, a price hereby accepted by the Executive; and (ii) the Company’s issuance and delivery to the Executive of an Incentive Stock Option under the Company’s 2007 Stock Option Plan to purchase an aggregate of 250,000 shares of the Company’s Common Stock, $.001 par value per share at $.45 per share (the “Incentive Stock Options”), all of which shall vest upon the execution of this Agreement. The Executive hereby accepts the Consulting Shares and the Incentive Stock Options in full and complete settlement of the Consulting Debt, and hereby releases the Company from any and all further obligation with respect to the Consulting Debt. The Company hereby covenants and agrees to register the Consulting Shares and the Incentive Stock Options in the first Registration Statement filed by the Company with the Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933 as amended (the “Securities Act”). The foregoing are in addition to the 1,073,333 Consulting Option Shares issued to the Executive on August 20, 2007 under the Consulting Agreement.

2.3 While employed by the Company (both during the Term and thereafter), the Executive shall be allowed to participate, on the same basis generally as other senior executive employees of the Company, in all employee benefit plans and programs, including improvements or modifications of the same, which on the Effective Date or thereafter are made available by the Company to all or most of the Company’s senior executive employees.

2.4 The Company shall not by reason of this Article 2 be obligated to institute, maintain, or refrain from changing, amending, or discontinuing, any such employee benefit plan or program, so long as such actions are similarly applicable to covered employees generally. Moreover, except as specifically provided herein to the contrary, none of the benefits or arrangements described in this Article 2 shall be secured or funded in any way, and each shall instead constitute an unfunded and unsecured promise to pay money in the future exclusively from the general assets of the Company.

2.5 The Company may withhold from any compensation, benefits, or amounts payable under this Agreement all federal, state, city, or other taxes as may be required pursuant to any law or governmental regulation or ruling.

2.6 The failure of the Company to pay the Executive his Annual Base Salary as provided in Section 2.1 may, in the Executive’s sole discretion, be deemed a breach of this Agreement and, unless such breach is cured within fifteen days after written notice to the Company, this Agreement shall terminate. the Executive’s claims against the Company arising out of the nonpayment shall survive termination of this Agreement.

2.7 During the first year of the term of this Agreement, the Executive shall be entitled to a vacation of two non-consecutive weeks during which time his compensation shall be paid in full. During the Term, the length of annual vacation time shall increase by one week for every year of service to the Company up to a maximum of four weeks.

2.8 Within 45 days from the execution of this Agreement, the Company shall have procured and shall maintain throughout the remainder of the term of this Agreement, a policy or policies of liability insurance for the protection and benefit of directors and officers of the Company. Such insurance shall have a combined limit of not less than $1,000,000.00 and may have a deductible of not more than $10,000.00. In addition, and to the fullest extent permitted by law, the Company shall indemnify and hold harmless the Executive for any and all lost, cost, damage and expense including attorneys’ fees and court costs incurred or sustained by the Executive, arising out of the proper discharge by the Executive of his duties hereunder in good faith.

2.9 The Executive shall be entitled to all benefits offered generally to employees of the Company. Nothing in this Agreement shall be construed as limiting or restricting any benefit to the Executive under any pension, profit-sharing or similar retirement plan, or under any group life or group health or accident or other plan of the Company, for the benefit of its employees generally or a group of them, now or hereafter in existence.

2.10 Subject to such expense policy as may be adopted and/or modified by the Company’s Board of Directors, the Company shall reimburse the Executive for reasonable out-of-pocket expenses that the Executive shall incur in connection with his services for the Company.

ARTICLE 3

TERMINATION AND SEVERANCE:

3.1 Termination of the Agreement . Notwithstanding any other provisions of this Agreement, the Company shall have the right to terminate the Executive’s employment under this Agreement at any time prior to the expiration of the Term for any of the following reasons:

A. For “cause” upon the good faith determination by the Company’s Board of Directors that “cause” exists for the termination of the employment relationship. As used in this Section 3.1.a, the term “cause” shall mean only (i) the Executive’s material gross negligence or material willful misconduct in the performance of the duties and services required of the Executive pursuant to this Agreement, (ii) the indictment of the Executive, (iii) the Executive’s knowing involvement in a material conflict of interest as referenced in Section 1.6 which remains knowingly uncorrected beyond such period of time as may be reasonably required by the circumstances following written notice to the Executive by the Company, or (iv) the Executive’s breach of any representation, warranty or any other material provision of this Agreement which remains knowingly uncorrected beyond such period of time as may be reasonably required by the circumstances following written notice to the Executive by the Company of such breach;

B. Upon a Voluntary Termination by the Executive. By reason of a 30 day notice of Involuntary Termination. Since the Executive, in his sole discretion and on thirty (30) days prior written notice to the Company, shall have the right to terminate the employment relationship under this Agreement at any time upon or prior to the expiration of the Term of employment, the termination of the Executive’s employment upon or prior to the expiration of the Term shall constitute a “Voluntary Termination.” As set forth on Exhibit “A”, there shall be no forward vesting of stock options in Voluntary Termination situations.

C. Upon the Executive’s death; or

D. Upon Permanent Disability of the Executive. For purposes of this Agreement, the term “Permanent Disability” shall mean that the Executive, for a period of not less than ninety (90) consecutive days, (a) is unable to perform the important duties of his own occupation on a full-time basis because of injury or sickness; (b) does not work at all; and (c) is under a Doctor’s Care. For purposes of this definition, “Doctor’s Care” means the regular and personal care of a doctor or physician (licensed to practice the healing arts and practicing within the scope of his or her license) that, under prevailing medical standards, is appropriate for the condition causing the disability.

3.2 Severance . In the event of the termination of the Executive’s employment under the Agreement, the severance provisions of Exhibit A shall govern any and all payments to the Executive.

3.3 Change of Control . In the event of a “change of control” of the Company (as that phrase is defined in Section 5.2 below), all of the Incentive Stock Options granted to the Executive as set forth on Exhibit A, shall be deemed vested as of the effective date of the change of control.

ARTICLE 4

REPRESENTATIONS AND WARRANTIES

4.1 By virtue of his execution of this Agreement, and in order to induce the Company to enter into this Agreement and to issue the Consulting Shares, the Executive hereby represents and warrants as follows:

A. He is not presently actively engaged in any business, employment or venture which is or may be in conflict with the business of the Company;

B. He has full power and authority to enter this Agreement, to enter into the employ of the Company and to otherwise perform this Agreement in the time and manner contemplated; and

C. He is in good health and is not aware of any material medical conditions that will act as a bar to the Company’s obtaining a key man and/or disability income insurance policy on his life;

D. He has the experience, skill and knowledge to perform the services expected of him hereunder;

E. His compliance with the terms and conditions of this Agreement in the time and manner contemplated herein will not conflict with any instrument or agreement pertaining to the transaction contemplated herein; and will not conflict in, result in a breach of, or constitute a default under any instrument to which he is a party

F. He acknowledges, accepts and understands that until and unless the same are registered under the Securities Act: (i) the Consulting Shares will be “restricted securities” as that term is defined under the Securities Act; (ii) the Executive will be acquiring the Consulting Shares solely for the Executive’s own account, for investment purposes and without a view towards the resale or distribution thereof; (iii) the Consulting Shares will be subject of stop transfer orders on the books and records of the Company’s transfer agent and shall be imprinted with a standard form of restrictive legend; and (iv) any sale of the Consulting Shares will be accomplished only in accordance with the Securities Act and the rules and regulations of the Commission adopted thereunder; and

G. As evidenced by the Executive’s completion of the individual questionnaire annexed hereto as Exhibit “D” and hereby incorporated herein by reference, the Executive is an “accredited investor” as that terms is defined in Regulation D of the Securities Act and as such: (i) has adequate means of providing for the Executive’s current needs and possible contingencies; (ii) is able to bear the economic risk of the Executive’s investment in the Consulting Shares; (iii) is capable of evaluating the relative risks and merits of the Executive’ investment in the Company; (iv) can bear the economic risk of losing the Executive’s entire investment in the Company represented by the Consulting Shares; (v) has not relied upon any oral statements or representations by the Company or its principals; (vi) understands the undercapitalized and speculative nature of the Company’s business as well as the uncertainties attendant upon the Company’s ability to reach profitability from its present insolvent status; and (vii) has consulted the Executive’ own financial, legal and tax advisors with respect to the economic, legal and tax consequences of the Executive’s investment in the Company represented by the Consulting Shares.

4.2. By virtue of its execution of this Agreement, the Company hereby represents and warrants to the Executive as follows:

A. The Company has full power, right and authority to execute and perform this Agreement in the time and manner contemplated and all corporate action required to be taken by the Company to authorize and execute this Agreement has been taken prior to the delivery hereof;

B. As of the date of this Agreement, the Company is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware with full power and authority to conduct its business;

C. The person executing this Agreement on behalf of the Company has been duly authorized to execute this Agreement;

D. The Consulting Shares and the Option Shares (as that term is defined in Exhibit A) shall be when issued, duly and validly issued, fully paid and non-assessable; and

E. The Company shall reserve the Option Shares for issuance upon the Executive’s exercise of the Option (as that term is defined in Exhibit A).

ARTICLE 5

MISCELLANEOUS:

5.1 For the purposes of this Agreement the terms “affiliates” or “affiliated” means an entity who directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with the Company.

5.2 For the purposes of this Agreement the term “Change of Control” means (i) the Company merges or consolidates with any other entity and is not the surviving entity (or survives only as the subsidiary of another entity), (ii) the Company sells all or substantially all of its assets to any other person or entity, (iii) the Company is dissolved, (iv) if any third person or entity (for this purpose the spouse or any member of the extended family of the Executive shall not be considered a third person) together with its affiliates or others knowingly and intentionally acting in concert, shall become, directly or indirectly, the beneficial owner of at least 66.666% of the issued and outstanding shares of the Company’s Common Stock, no par value per share, entitled to vote generally in elections for directors, considered as one class.

5.3 The Company and the Executive each shall refrain, both during the employment relationship and after the employment relationship terminates, from publishing any oral or written statements about the other, any of their subsidiaries or affiliates, or any of such individuals’ or entities’ officers, employees, shareholders, agents or representatives, that are slanderous, libelous, or defamatory; or that constitute a misappropriation of the name or likeness of the Executive or the Company, any of their subsidiaries or affiliates, or any of such individual’s or entities’ or their officers, employees, shareholders, agents, or representatives. A violation or threatened violation of this prohibition may be enjoined by the courts. Subject to Section 5.7, the rights afforded under this provision are in addition to any and all rights and remedies otherwise afforded by law.

5.4 For the purposes of this Agreement, notices and all other communications provided for herein shall be in writing and shall be deemed to have been duly given when personally delivered or when mailed by United States registered or certified mail, return receipt requested, postage prepaid, addressed to the Parties at the addresses first set forth above. Either the Company or the Executive may furnish a change of address to the other in writing in accordance herewith, except that notices of changes of address shall be effective only upon receipt.

5.5 The interpretation and enforcement of this Agreement, and the rights obligations and remedies of the parties hereto, shall be governed by and construed in accordance with the laws of the state of Colorado, without regard to conflict of law principles. Further, any suit involving any dispute or matter arising under this Agreement may only be brought in the United States District Court for the District of Colorado or any Colorado court sitting in Arapahoe County having jurisdiction over the subject matter of the dispute or matter. The Parties to this Agreement hereby consent to the exercise of personal jurisdiction by any such court with respect to any such proceeding.

5.6 No failure by either party hereto at any time to give notice of any breach by the other party or to require compliance with, any condition or provision of this agreement shall be deemed a waiver of similar or dissimilar provisions or conditions at the same or at any prior or subsequent time.

5.7 Except as otherwise specifically provided in Section 1.5, Section 1.6, Section 5.3, or the Agreement Regarding Confidentiality and Non-Competition (referenced in Section 5.12 herein below), if a dispute arises out of or related to this Agreement or the Agreement Regarding Confidentiality and Non-Competition, and if the dispute cannot be settled through direct discussions, then the Company and the Executive agree to first endeavor to settle the dispute in an amicable manner by mediation, before having recourse to any other remedy, proceeding or forum.

5.8 During the term of this Agreement, the Executive agrees to travel to such places as may be reasonably requested by the Company’s Board of Directors. This Agreement shall be deemed to be performed in Denver, Colorado.

5.9 This Agreement shall be binding upon and inure to the benefit of the Company and any other person, association, or entity which may hereafter acquire or succeed to all or substantially all of the business or assets of the Company by any means whether direct or indirect, by purchase, merger, consolidation, or otherwise. The Executive’s rights and obligations under Agreement hereof are personal and such rights, benefits, and obligations of the Executive shall not be voluntarily or involuntarily assigned, alienated, or transferred, whether by operation of law or otherwise, without the prior written consent of the Company. The Company shall not assign this Agreement without the prior written consent of the Executive.

5.10 This Agreement replaces and merges previous agreements and discussions pertaining to the following subject matters covered herein: the nature of the Executive’s employment relationship with the Company and the term and termination of such relationship. This Agreement constitutes the entire agreement of the Parties with regard to such subject matters, and contains all of the covenants, promises, representations, warranties, and agreements between the parties with respect to such subject matters; provided that the Executive shall also reasonably comply with all reasonable policies and procedures of the Company as clearly established from time to time, provided that such policies and procedures are not inconsistent with this Agreement or any other written agreement between the Executive and the Company. Each party to this Agreement acknowledges that no representation, inducement, promise, or agreement, oral or written, has been made by either party with respect to such subject matters, which is not embodied herein, and that no agreement, statement, or promise relating to the employment of the Executive by the Company that is not contained in this Agreement shall be valid or binding. Any modification of this Agreement will be effective only if it is in writing and signed by each party whose rights hereunder are affected thereby, provided that any such modification must be authorized or approved by the Board of Directors of the Company.

5.11 The Executive agrees to be bound by the terms of that certain Agreement Regarding Confidentiality and Non-Competition, by and between the Company and the Executive, a copy of which is attached hereto and incorporated herein by reference as Exhibit B.

IN WITNESS WHEREOF , the Company and the Executive have duly executed this Agreement in multiple originals.

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EXHIBIT A

IN WITNESS WHEREOF , the Company and the Executive have duly executed this Exhibit A to the Executive Employment Agreement between IPtimize, Inc. and Ron Pitcock in multiple originals to be effective on the Effective Date.

EXHIBIT B

AGREEMENT REGARDING CONFIDENTIALITY AND NON-COMPETITION

This Agreement is by and between the employer, IPtimize, Inc. (the “the Company”), and Ron Pitcock (the “the Executive”). In consideration of the Company’s employment of the Executive, the compensation paid for the Executive’s services in the course of such employment, and the training (internal and external, formal and informal) received by the Executive in the course of such employment, the Executive agrees as follows:

1. CONFIDENTIALITY OF INFORMATION.

A. In the course of performing his duties, the Executive may have access to and/or receive legally protected confidential and proprietary information about the Company, the Company’s employees, and the Company’s clients. The Company and the Executive agree that such legally protected confidential and proprietary information is deemed to be Confidential Information (“Confidential Information”). Under appropriate circumstances, Confidential Information may include, without limitation, information about the Company and the Company’s clients, such as earnings, acquisitions or other businesses, and changes in management which, if known to the public, might affect the decision of a reasonable investor to buy, sell, or hold securities issued by the Company or the Company’s client. Under appropriate circumstances, Confidential Information may also include, without limitation, information disclosed by the Company’s clients which is not in the public domain; and information relative to the Company’s business plans, client lists, financial and billing information, marketing strategies, personnel information, proprietary methodologies, proprietary software, research, development and/or design projects as well as data relating to them, systems for project management and application development, proposal formats, and working papers.

B. the Executive will n