EX-4.1 3 exh4-1.txt CONSULTING AGREEMENT WITH BRUCE BARREN CONSULTING AGREEMENT This Consultinq Agreement (the "Consulting agreement") made as of August 17, 2001, by and between Bruce Barren ("Consultant"), whose credentials are listed under the website www.emcohanover.com, and iVoice.com, Inc. (the "Company"). WITNESSETH WHEREAS, the Company designs, manufactures and markets innovative voice and computer telephony communications systems for business and corporate departments and desires to expand its business or seek acquisitions of other businesses; and WHEREAS, the Company requires and will continue to require consulting services relating management, strategic planning and marketing in connection with its business; and WHEREAS, Consultant can provide the Company with strategic planning and marketing consulting services and is desirous of performing such services for the Company; and WHEREAS, the Company wishes to induce Consultant to provide these consulting services to the Company, NOW, THEREFORE, in Consideration of the mutual covenants hereinafter stated it is agreed as follows: 1. APPOINTMENT. The Company hereby engages Consultant and Consultant agrees to render services as a consultant upon the terms and conditions hereinafter set forth. 2. TERM. The term of this Consulting Agreement began as of the date of this Agreement, and shall terminate six months from such date on February 17, 2002, unless earlier terminated in accordance with paragraph 7 herein or extended as agreed to between the parties. 3. SERVICES. During the term of this Agreement, Consultant shall provide advice to undertake for and consu1t with the Company concerning management, marketing, consulting, strategic planning, corporate organization and structure, financial matters in connection with the operation of the business of the Company, expansion of services, acquisitions and business opportunities, and shall review and advise the Company regarding its overall progress, needs and condition. Consultant agrees to provide on a timely basis the following enumerated services plus any additional services contemplated thereby: a) The implementation of short-range and long-term strategic planning to fully develop and enhance the Company's asset's, resources, products and services; b) The implementation of a marketing program to enable the Company to broaden the markets for its services and promote the image of the Company and its products and services; c) Advise the Company relative to the recruitment and employment of key executives consistent with the expansion of operations of the Company; d) The identification, evaluation, structuring, negotiating and closing of joint ventures, strategic alliances, business acquisitions and advice with regard to the ongoing managing and operating of such acquisitions upon consummation thereof; and e} Advice and recommendations regarding corporate financing including the structure, terms and content of bank loans, institutional loans, private debt funding, mezzanine financing, blind pool financing and other preferred and common stock equity private or pubic financing. 4. DUTIES OF THE COMPANY The Company shall provide Consultant, on a regular and timely basis, with all approved data and information about it, its subsidiaries, its management, its products and services and its operations as shall be reasonably requested by Consultant, and shall advise Consultant of any facts which would affect the accuracy of any data and information previously supplied pursuant to this paragraph. The Company shall promptly supply Consultant with full and complete copies of all financial reports, all filings with all federal and state securities agencies; with full and complete copies of all stockholder reports; with all data and information supplied by any financial analyst, and with all brochures or other sales materials relating to 1ts products or services. 5. COMPENSATION The Company will immediately grant Consultant or his designee 10,000,000 freely traded Shares of the Company's Common Stock. The Company will further grant to Consultant or his designee Warrants to purchase 18,000,000 freely traded Shares of the Company's Common Stock at an exercise price of: $0.055 or ninety percent (90%) of the closing bid price on the date of exercise or the average closing bid price for the prior twenty (20) trading days, whichever is lower. The Warrants will have an expiration date of February 17, 2002. All Shares, including the Shares underlying the Warrants are to be registered by the Company at assignment outset. Any unexercised portion of the issued warrants can be canceled at any time at the Company's option. 6. REPRESENTATIONS AND IDENTIFICATION The Company shall be deemed to have been made a continuing representation of the accuracy of any and all facts, material information and data which it supplies to Consultant and acknowledges its awareness that Consultant will rely on such continuing representation in disseminating such information and otherwise performing its advisory functions. Consultant in the absence of notice in writing from the Company, will rely on the continuing accuracy of material, information and data supplied by the Company. Consultant represents that he has knowledge of and is experienced in providing the aforementioned services. 7. MISCELLANEOUS Termination: This Agreement shall be terminated immediately upon written notice for material breach of this Agreement. Modification: This Consulting Agreement sets forth the entire understanding of the Parties with respect to the subject matter hereof. This Consulting Agreement may be amended only in writing signed by both Parties. Notices: Any notice required or permitted to be given hereunder shall be in writing and shall be mailed or otherwise delivered in person or by facsimile transmission at the address of such party set forth above or to such other address or facsimile telephone number as the Party shall have furnished in writing to the other Party. Waiver: Any waiver by either Party of a breach of any provision of this Consulting Agreement shall not operate as or be construed to be a waiver of any other breach of that provision or of any breach of any other provision of this Consulting Agreement. The failure of a Party to insist upon strict adherence to any term of this Consulting Agreement on one or more occasions will not be considered a waiver or deprive that Party of the right thereafter to insist upon adherence to that term of any other term of this Consulting Agreement. Assignment: The Shares and Warrants under this Agreement are assignable at the discretion of the Consultant. Severability: If any provision of this Consulting Agreement is invalid, illegal, or unenforceable, the balance of this Consulting Agreement aha11 remain in effect, and if any provision is inapplicab1e to any person or circumstance, it shall nevertheless remain applicable to all other persons and circumstance. Disagreements: Any dispute or other disagreement arising from or out of this Consulting Agreement shall be submitted to arbitration under the rules of the American Arbitration Association and the decision of the arbiter(s) shall be enforceable in any court having jurisdiction thereof. Arbitration shall occur only in Los Angeles, CA. The interpretation and the enforcement of this Agreement shall be governed by California Law as applied to residents of the State of California relat1nq to contracts executed in and to be performed solely within the State of California. In the event any dispute is arbitrated, the prevailing Party (as determined by the arbiter(s)) shall be entitled to recover that Party's reasonable attorneys fees incurred (as determined by the arbiter(s)). IN WITNESS WHEREOF, this Consulting Agreement has been executed by the Parties as of the date first above written. Ivoice.com, Inc. CONSULTANT /s/ JEROME MAHONEY /s/ BRUCE BARREN --------------------------- --------------------------- Jerome Mahoney, Chairman Bruce Barren President and Chief Executive Officer Witness: /s/ KEVIN WHALEN Witness: ------------------- -------------------