EXHIBIT10.3 ConsultingAgreement

1.1 Extension of services - The Company has engaged Consultant to provide services in connection with the Company's soft switch. Consultant will continue to work with Links International in Hong Kong and any other programmers to further develop the Company's soft switch.

 

1.2 Confidentiality - Consultant shall not divulge to others, any trade secret or confidential information, knowledge, or data concerning or pertaining to the business and affairs of Company, obtained by Consultant as a result of its engagement hereunder, unless authorized, in writing by the Company.

 

1.3 Standard of Conduct - In rendering consulting services under this Agreement, Consultant shall conform to high professional standards of work and business ethics. Consultant shall not use time, materials, or equipment of the Company without the prior written consent of the Company.

 

1.4 Outside Services - Consultant shall not use the service of any other person, entity or organization in the performance of Consultant's duties without the prior written consent of the Company. Should the Company consent to the use by Consultant of the services of any other person, entity or organization, no information regarding the services to be performed under this Agreement shall be disclosed to that person, entity or organization until such person, entity or organization has executed an agreement to protect the confidentiality of the Company's Confidential Information and the Company's absolute and complete ownership of all right, title and interest in the work performed under this Agreement.

 

2. Independent Contractor

 

2.1 Independent Contractor - Consultant shall be, and in all aspects be deemed to be, an independent contractor and is not an employee, partner, or co-venturer of, or in any other service relationship with the Company. The manner in which Consultant's services are rendered shall be within Consultant's sole control and discretion. Consultant is not authorized to speak for, represent, or have no power to enter any agreement on behalf of or otherwise bind the Company.

2.2 Taxes - Consultant shall be responsible for all taxes arising from compensation and other amounts paid under this Agreement, and shall be responsible for all payroll taxes and fringe benefits of Consultant's employees.

 

3. Compensation for Consulting Services

 

3.1 Compensation - The Company shall pay to Consultant $1,000 per month for his services rendered to the Company under this Agreement. The service shall be started upon signing of this Agreement, the payment shall be paid when Company accepts and approves the delivery of work preformed according to this Agreement on a monthly basis until the end of this Agreement.

 

3.2 Reimbursement - The Company agrees to reimburse Consultant for all actual reasonable and necessary expenditures, which are directly related to the consulting services. These expenditures include, but are not limited to, expenses related to travel (i.e. airfare, hotel, temporary housing, meals, parking, taxis, mileage, etc.), telephone calls, and postal expenditure. Expenses incurred by Consultant will be reimbursed by the Company within 15 days of Consultant's proper written request for reimbursement.

 

4. Term and Termination

 

4.1 Term - This Agreement shall be effective as of September 1st, 2008, and shall continue in full force and effect for four (4) consecutive months to the end of December 2008. The Company and Consultant may negotiate to extend the term of this Agreement and the terms and conditions under which the relationship shall continue.

 

4.2 Termination - The Company shall have the right to terminate this Agreement hereunder by furnishing Consultant with written notice thirty (30) days in advance of such termination. However, no termination of this Agreement by Company shall in anyway affect the right of Consultant to receive as a result of the Services rendered hereunder:

 

1. any unpaid consultant fee

2. reimbursement for billed, accrued and/or unbilled disbursements and expenses which both parties agreed and consent is absolute;

 

6.4 Modification - No modification, termination or attempted waiver of greement, or any provision thereof, shall be valid unless in writing signed by the party against whom the same is sought to be enforced.

 

6.5 Waiver of Breach - The waiver by a party of a breach of any provisionof this Agreement by the other party shall not operate or be construed as a waiver of any other or subsequent breach by the party in breach.

 

6.6 Successors and Assigns - This Agreement may not be assigned by either party without the prior written consent of the other party; provided, however, that the Agreement shall be assignable by the Company without Consultant's consent in the event the Company is acquired by or merged into another corporation or business entity. The benefits and obligations of this Agreement shall be binding upon and inure to the parties hereto, their successors and assigns.