Consulting Agreement between IVI Communications, Inc. and Big Apple Consulting U.S.A., Inc.

Summary

IVI Communications, Inc. hires Big Apple Consulting U.S.A., Inc. to promote its business to brokers and investors, manage investor leads, and organize presentations. The agreement lasts one year, with an option to extend for six months. Big Apple Consulting is paid $65,000 per month, either in cash or company stock, with shares held in escrow and registered with the SEC. Either party can terminate the agreement under certain conditions, and IVI Communications must comply with all SEC and regulatory requirements throughout the term.

EX-10.29 2 ex10-29.txt EXHIBIT 10.29 CONSULTING AGREEMENT BETWEEN IVI COMMUNICATIONS, INC. AND BIG APPLE CONSULTING U.S.A., INC. EXHIBIT 10.29 CONSULTING AGREEMENT -------------------- THIS CONSULTING AGREEMENT (this "Agreement") is entered into and is effective as of August 8, 2006 (the "Effective Date") by and between IVI Communications, Inc., a Nevada Corporation, with a principal place of business at 5959 W. Century Boulevard, Suite 566, Los Angeles, California 90045 ("Company") and Big Apple Consulting U.S.A., Inc., a Delaware Corporation, with principal offices at 280 Wekiva Springs Road, Suite 201, Longwood, FL 32779 ("Consultant"). R E C I T A L S: --------------- A. Consultant represents various financial websites that individuals can access to learn more about companies they may not otherwise be exposed to. B. In addition, Consultant maintains an extensive database of brokers representing investors interested in owning stock in companies such as the Company and employs a stock profiler team which regularly communicates with such brokers. C. Company wishes to promote itself through Consultant's efforts in the brokerage community in order to gain as much exposure as possible for Company. T E R M S: --------- NOW THEREFORE, in consideration of the mutual premises and covenants contained herein, and other good and valuable consideration, the receipt, sufficiency and adequacy of which is hereby acknowledged, the parties agree as follows: 1.00 Services to be Performed by Consultant -------------------------------------- 1.01 Consultant shall access its database of brokers and shall utilize a profiler team (comparable in size and capability to that currently employed by Consultant) in order to contact brokers interested in recommending Company to their investor clients. 1.02 Consultant shall diligently market and promote Company to brokers and other investors, advisors, counselors, trustees, agents and other individuals and entities whom Consultant is legally permitted to contact (including with the proper disclosures and disclaimers) and shall introduce Company and its principals to Consultant's current and future network of brokerage firms and market makers. 1.03 Consultant shall provide investor lead management services normal and customary in the industry. 1.04 Consultant shall organize, initiate, manage and facilitate broker/investor conference telephone calls and other presentations mutually agreeable to Company and Consultant. Expenses for broker/investor conference calls and other presentations are to be paid by the Consultant, and must be pre-approved by the Company. - 1 - 1.05 Consultant shall review and monitor Company's stockholder base and all transfer agent and DTC reports, and shall analyze, present to, and discuss with Company the results and implications of such reports. 1.06 In addition to the services identified in Section 1.01 to 1.05 above, at the direction of and with the consent of the Company, Consultant has agreed to retain Management Solutions International, Inc. to provide the services described in Exhibit "A" and made a part of this Agreement under the terms and conditions set forth herein. 2.00 Terms & Fees ------------ 2.01 The term of this Agreement shall commence on the Effective Date and shall expire one (1) year thereafter. The Company shall have the right to extend this contract an additional six (6) months after the initial term expires. 2.02 As compensation for Consultant's services required hereunder, Consultant shall be entitled to receive: (a) Cash Value: Cash value of contract is Seven Hundred Eighty Thousand ($780,000) Dollars. (b) Compensation: On a monthly basis Consultant shall be entitled to receive Sixty-Five Thousand U.S. Dollars ($65,000.00) per month due the 8th of each month. If payment is made in stock Consultant shall be entitled to receive Sixty-Five Thousand U.S. Dollars ($65,000.00) per month worth of common shares of IVI Communications, Inc. (IVCM) common stock due the 8th of each month based upon the previous ten (10) day average closing bid price. The first and last month's payment of 2,600,000 shares of common stock is due and payable upon the signing of this Agreement. Commencing on or before August 8, 2006, all subsequent monthly payments will be delivered from the escrow account as described in Section 2.03 below. All shares are earned when received. (d) SB-2 Registration: Company agrees to register 14,764,413 shares, the common stock issued for compensation, in the name of "Big Apple Consulting USA, Inc." in an SB-2 registration with the SEC with -in one hundred twenty (120) days of the effective date of the currently pending SB-2 registration which shall become effective within sixty (60) days after the date of such SB-2 filing date. However, Consult- ant acknowledges that the Company cannot guarantee the exact date on which SEC shall declare the SB-2 effective. In the event that the SB-2 has not become effective within one hundred twenty (120) days after the date of such SB-2 filing date, then Consultant shall have the option to terminate this Agreement with five (5) days written notice. - 2 - 2.03 Escrow Account: Company agrees to deposit 12,164,413 shares of common stock in an escrow account with J. Bennett Grocock, Esq., an SEC attorney, upon the signing of this Agreement. Pursuant to Section 2.02(b), commencing on or before August 8, 2006, and continuing throughout the Initial Term of this Agreement, on or before the 8th of each month, Sixty-Five Thousand U.S. Dollars ($65,000.00) worth of IVI Communications, Inc. common stock based upon the previous ten (10) day average closing bid price will be released from the escrow account. After expiration of this Agreement any free trading shares common stock remaining in escrow will be returned to the Company. 3.00 Termination ----------- In the event of a breach of this agreement by Company, Company shall be responsible for any outstanding fees and expenses. Consultant shall have the right to terminate this Agreement on the grounds of the Company's failure to remit the required monthly payments or in the event of any breach of the Agreement by Company. Company has the right to terminate this agreement with ninety (90) days written notice. The parties agree that written notice will be deemed accepted and received by the parties via certified mail delivered to the address above or fax notification. 4.00 Representations --------------- Company represents and warrants that it is in compliance with all required filings and regulations of NASD, the SEC and/or any other governmental agencies, and that the Company's stock is not suspended from trading for any reason whatsoever. Company further represents and warrants that during the term of this agreement, it will continue to file all required reports with the SEC, NASD and/or any other governmental agencies and will continue to adhere to SEC, NASD, and/or any other governmental agency's requirements, and that it will take whatever steps are deemed necessary to keep its shares listed and "fully reporting." The Company's failure to comply with the provisions of this paragraph shall constitute a material breach of the parties' agreement. Since Consultant has agreed to accept payment for services, in part, in the form of shares of the Company, the Company agrees that the value of the shares at the time of this agreement will be adversely affected and impacted if the promotion of the Company to the financial community and others is suspended due to a breach of the representations and warranties contained herein. Further, in the event of a breach of the representations and warranties contained herein the Company agrees to continue to make any payments due and the Company agrees to pay Consultant one and a half (1.5) times the cash value for any shares Consultant holds or is due and payable (as part of its compensation for this agreement) at the time of the Company's breach of this paragraph. This "make whole payment" shall be made within five (5) business days of the date of the breach. - 3 - 5.00 Miscellaneous Terms ------------------- 5.02 Successors. The provisions of this Agreement shall be deemed to obligate, extend to and inure to the benefit of the successors, assigns, transferees, grantees, and indemnities of each of the parties to this Agreement. 5.03 Governing Law. This Agreement and the interpretation and enforcement of the terms of this Agreement shall be governed under and subject to the laws of the State of New York. 5.04 Jurisdiction. Jurisdiction for court action, court and authorities in the State of New York or the Federal District Court having venue for the State of New York should have jurisdiction over all controversies that may arise with respect to this agreement. Company hereby waives any other venue to which it might be entitled to by virtue of domicile or otherwise and expressly consents and acknowledges that the courts and authorities in the State of New York shall have jurisdiction. 5.05 Integration. This Agreement, after full execution, acknowledgment and delivery, memorializes and constitutes the entire agreement and understanding between the parties and supersedes and replaces all prior negotiations and agreements of the parties, whether written or unwritten. Each of the parties to this Agreement acknowledges that no other party, nor any agent or attorney of any other party has made any promises, representations, or warranty whatsoever, express or implied, which is not expressly contained in this Agreement; and each party further acknowledges that he or it has not executed this Agreement in reliance upon any belief as to any fact not expressly recited herein above. 5.06 Attorneys Fees. In the event of a dispute between the parties concerning the enforcement or interpretation of this Agreement, the prevailing party in such dispute, whether by legal proceed- ings or otherwise, shall be reimbursed immediately for the reasonably incurred attorneys' fees and other costs and expenses by the other parties to the dispute. 5.07 Context. Wherever the context so requires, the singular number shall include the plural and the plural shall include the singular. 5.08 Captions. The captions by which the sections and subsections of this Agreement are identified are for convenience only, and shall have no effect whatsoever upon its interpretation. 5.09 Severance. If any provision of this Agreement is held to be illegal or invalid by a court of competent jurisdiction, such provision shall be deemed to be severed and deleted and neither such provision, nor its severance and deletion, shall affect the validity of the remaining provisions. - 4 - 5.10 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and, when taken together shall constitute one and the same instru- ment. 5.11 Expenses Associated With This Agreement. Each of the parties hereto agrees to bear its own costs, attorney's fees and relat- ed expenses associated with this Agreement. 5.12 Arbitration. Any dispute or claim arising from or in any way related to this agreement shall be settled by arbitration in New York at the option of Consultant. All arbitration shall be conducted in accordance with the rules and regulations of the American Arbitration Association ("AAA"). AAA shall designate a panel of three arbitrators from an approved list of arbitrators following both parties' review and deletion of those arbitrat- ors on the approved list having a conflict of interest with either party. Each party shall pay its own expenses associated with such arbitration. A demand for arbitration shall be made within a reasonable time after the claim, dispute or other matter has arisen and in no event shall such demand be made after the date when institution of legal or equitable proceed- ings based on such claim, dispute or other matter in question would be barred by the applicable statutes of limitations. The decision of the arbitrators shall be rendered within sixty (60) days of submission of any claim or dispute, shall be in writing and mailed to all the parties included in the arbitration. The decision of the arbitrator shall be binding upon the parties and judgment in accordance with that decision may be entered in any court having jurisdiction thereof. 5.13 Assignment. Neither Company, nor Consultant, shall have the right to assign or delegate this A greement or any rights or obligations created hereby unless the non-assigning party expressly approves the assignment in writing. 5.14 Authority to Bind. A responsible officer of each party has read and understands the contents of this Agreement and is empowered and duly authorized on behalf of that party to execute it. 5.15 Continuing Obligations: Both Company and Consultant shall here- after execute all documents and do all acts reasonably necessary to effect the provisions of this Agreement. 5.16 Reversion of Payment: If at any time, Company shall be in default of the payment provisions of this contract for a period greater than seven (7) days, then the Consultant shall no long- er be obligated to accept payment in the form of free trading shares of stock and the balance due, and any payments due there -after, shall be paid only in cash, certified check, cashiers check or money order, unless Company is advised otherwise by Consultant in writing. Further, if at any time, Company shall be in default of the payment provisions of this contract for a period greater than five (5) days, all services provided by Con -sultant under this Agreement shall be suspended until such time as payment in full of any outstanding balance is made and services under the Agreement shall be reinstated on the day - 5 - after the day on which payment is received. Consultant reserves the right, at Consultant's sole option, to submit and assign any outstanding balance to an independent third party for the purpose of collecting any outstanding balance owed Consultant. 5.17 Claims, Actions or Proceedings relating to the issuance of Stock compensation: In the event that Company compensates Consultant with stock, then Company agrees to indemnify and hold harmless the Consultant from any action, claim or proceeding resulting from the issuance of the shares. Said indemnification shall include all fees and costs including reasonable attorney's fees which the Consultant may incur. Consultant shall have the right to designate its own counsel for representation arising out of any indemnification and the costs thereof shall be borne by the Company. 5.18 Notices: All notices must be in writing and sent to the appropriate address listed above, or to such other address as either party may designate in writing, by first class mail and either certified mail return receipt requested or overnight courier service. In the case of certified mail notice shall be deemed given as of the date of deposit with the United States Postal Service, and in case of overnight courier service notice shall be deemed given as of the date of deposit with such overnight courier service. 5.19 Confidentiality: Both Consultant and Company agree that it will not at any time, or in any fashion or manner divulge, disclose or otherwise communicate to any person or corporation, in any manner whatsoever, any information of any kind, nature, or description concerning any matters affecting or relating to the business of each others company. This includes its method of operation, or its plans, its processes, or other data of any kind or nature that they know, or should have known, is confidential and not already information that resides in the public domain. Both the Consultant and Company expressly agree that confidentiality of these matters is extremely important and gravely affect the successful conduct of business of each company, and its goodwill, and that any breach of the terms of this section is a material breach of this Agreement. The provisions of this section shall survive termination of the Agreement. 6.00 Enforceability of Agreement: This Agreement shall neither be deemed to be nor be enforceable until executed by Consultant. Further, should the parties fail to execute this Agreement within thirty (30) days from the date of delivery of this Agreement, then this Agreement and all the terms and conditions contained herein shall become and be deemed null and void and neither party named herein shall be bound hereby. Consultant, without the consent of Company, shall have the sole option to extend the time requirements set forth within this section 6.00, and any request by Company to extend the time requirements set forth in section 6.00 must be approved by Consultant in writing. [REMAINDER OF PAGE INTENTIONALLY BLANK] - 6 - IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth above. COMPANY: ------- IVI Communications, Inc. A Nevada corporation By: /s/ Nyhl Henson --------------------------- Nyhl Henson, President CONSULTANT: ---------- Big Apple Consulting USA, Inc. A Delaware Corporation By: /s/ Marc Jablon --------------------------- Marc Jablon, President - 7 - E X H I B I T A (MANAGEMENT CONSULTING AND AGENT SERVICES) At the direction of and with the consent of the Company, Consultant has agreed to retain Management Solutions International, Inc. ("MSI") to provide the services described below under the terms and conditions set forth in this Agreement and the Consultant will work closely with the Company to set priorities and objectives to be accomplished during this engagement. A) Assist in Defining Capital needs and Sources and Uses of Funds. B) Work closely with Client to develop a Business Plan C) Draft a Private Placement Memorandum and Subscription. D) Assist in the preparation of all of the appropriate form filing to raise private capital. E) Research and evaluate current and future acquisition candidates based on the Client's outlined acquisition strategy. F) Analyze, Evaluate and do preliminary Due Diligence on any current and future acquisition candidates. This includes meetings in Person, by Phone, Fax, Email, etc. G) Evaluate existing and Develop new Distribution Channels for the Client's products H) Layout Timeline and Action Plan based on the outlined acquisition strategy. I) General Business Consulting (answering questions, giving advice, introductions) as required. - 8 -