Exhibit 4(a)


    
      

      

    

    


    NONEXCLUSIVE
      INDEPENDENT CONSULTING AGREEMENT

    


    


    THIS
      NONEXCLUSIVE CONSULTING AGREEMENT (“Agreement”)
      is
      made and entered into effective March 20, 2006, by and between Fonix
      Corporation,
      a
      Delaware corporation (“Fonix”),
      and
George
      Schoenberg (“Consultant”).
      Hereinafter either party may be referred to as “Party”
and
      collectively as “Parties.”

    


    RECITALS:

    


    WHEREAS,
      Fonix is a telecommunications and speech technology company, of which the
      primary business activity is presently the (i) marketing and sales of local,
      long distance and Internet telecommunications services in the Southeastern
      United States and (ii) development, marketing, sales and licensing of certain
      proprietary human-computer interface technologies and products. Fonix is seeking
      new marketing and licensing opportunities as well as other significant business
      development opportunities in Europe and Asia; and

    


    WHEREAS,
      Consultant is generally familiar with many of Fonix’s technologies and products,
      and has expertise identifying and making introductions to European and Asian
      companies interested in purchasing, licensing or otherwise acquiring the rights
      to market or use technologies and products of a type offered by Fonix; and
      

    


    WHEREAS,
      Fonix desires that Consultant provide such services in Europe and Asia as
      hereinafter set forth.

    


    AGREEMENT

    


    NOW,
      THEREFORE, in consideration of the mutual covenants and agreements hereinafter
      set forth and other good and valuable consideration, the receipt of which is
      hereby acknowledged, the parties agree as follows:

    


    ARTICLE
      I

    CONSULTING

    


    


    


    1.2            Description.
      Fonix
      hereby retains Consultant to perform, and Consultant hereby agrees to perform,
      consulting services to Fonix as herein provided.

    


    


    1.2            Services
      to be Performed.
      Consultant shall provide bona
      fide
      consulting services to Fonix in connection with Fonix’s efforts to identify and
      enter into appropriate agreements for sales and third-party licensing and
      co-development partners located principally in Europe and Asia. Such services
      shall include, without limitation, (i) consultation regarding strategic
      planning, partnerships and similar alliances; (ii) finding and introducing,
      on a
      best efforts and nonexclusive basis, potential buyers and licensing and
      co-development partners located principally in Europe and Asia; and (iii) to
      the
      extent requested by Fonix, participating in negotiations with such potential
      purchasers and partners. 

    
 

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    


    1.3            Independent
      Contractor.
      Consultant acknowledges that Consultant’s retention does not confer upon
      Consultant any ownership interest in or personal claim upon any license, right
      or product of Fonix, nor does this Agreement confer any employment right on
      Consultant. Consultant agrees that in performing its duties under this
      Agreement, it shall be operating as an independent contractor as that term
      is
      defined in United States Treasury Department regulations and United States
      Internal Revenue Service rulings and interpretations. Nothing contained herein
      shall in any way constitute any association, partnership, employer/employee
      relationship, or joint venture between the parties hereto, or be construed
      to be
      evidence of the intention of the parties to establish any such relationship.
      Neither party shall have any right, power or authority to make any
      representation nor to assume or create any obligation, whether express or
      implied, on behalf of the other, or to bind the other party in any manner
      whatsoever. Both of the parties agree, respectively, that they shall not hold
      themselves out in any manner that would be contrary to the terms of this Section
      1.3.

    


    1.4            Confidentiality
      and Non-Disclosure.
      Consultant acknowledges that in performance of services under this Agreement,
      it
      may acquire confidential information concerning Fonix technology, know-how,
      product development and marketing plans, business concepts, financial matters
      and other information which are valuable, special and unique assets of Fonix
      (herein “Information”).
      Consultant will not, during or after the term of this Agreement, disclose any
      Information, no matter how acquired, to any person or entity for any reason
      or
      purpose outside of Consultant’s usual business activities as defined hereunder,
      and will not in any manner directly or indirectly aid or be a party to any
      acts,
      the effects of which would tend to divert, diminish or prejudice the technology,
      good will, business or business opportunities of Fonix. In the event of a
      threatened breach of Consultant of the provisions of this paragraph, Fonix
      shall
      be entitled to an injunction restraining Consultant from disclosing any such
      information or from rendering any services to any person or entity to whom
      any
      such information has been disclosed or threatened to be disclosed. Nothing
      herein shall be construed as prohibiting Fonix from pursuing any other remedies
      available to Fonix for actual breach of the provision of this paragraph,
      including the recovery of damages from Consultant.

    


    1.4.1 In
      exchange for Fonix executing this Agreement and agreeing to the retention of
      Consultant’s services by Fonix, Consultant does hereby enter into the covenant
      of confidentiality set forth in this Section 1.4 (the “Confidentiality
      Covenant”)
      and
      acknowledges the adequacy of the consideration to support the Confidentiality
      Covenant.

    


    1.4.2 The
      Confidentiality Covenant shall survive the expiration or termination of this
      Agreement.

    


    ARTICLE
      II

    TERM
      OF
      CONTRACT

    


    2.1  
        Term.
      The
      term of this Agreement shall be from the effective date hereof until July 20,
      2006, except as provided in this Article II below.

    


     

    
      
         

      

      
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    2.2  
        Termination
      for Cause.
      Consultant acknowledges that its engagement under this Agreement may be
      terminated for Cause as set forth herein. For the purpose of this paragraph,
      “Cause”
shall
      mean any of the following:

    


     
      2.2.1  fraud
      or
      misrepresentation;

    


     
      2.2.2  Fonix,
      after consultation with legal counsel of its choice, reasonably has determined
      that a violation of law has taken place or is about to take place in connection
      with this Agreement; or

    


     
      2.2.3  violation
      of a Confidentiality Covenant.,

    


    ARTICLE
      III

    COMPENSATION

    


    3.1  
        Compensation.
      As soon
      as possible after the mutual execution of this Agreement by all Parties, Fonix
      shall issue as compensation for Consultant’s services under this Agreement, Four
      Million (4,000,000) shares of the Company’s common stock, par value $.0001 per
      share (the “Compensation
      Shares”).

    


    3.2     Registration
      of Stock.
      Any
      offer or issuance of the Compensation Shares under this Agreement shall be
      subject to the filing and effectiveness, at or prior to the time this Agreement
      is executed by Fonix, of a registration statement under the U.S. Securities
      Act
      of 1933, as amended, on Form S-8, covering the Compensation Shares.

    


    3.3   Expenses.
      Consultant shall be responsible for the payment of any expenses incurred by
      Consultant in the providing of services hereunder.

    


    ARTICLE
      IV

    REPRESENTATIONS
      AND WARRANTIES

    


    4.1   Representations
      and Warranties of Consultant.
      To
      induce Fonix to enter into this Agreement, Consultant hereby represents and
      warrants as follows:

    


    4.1.1  Disclosure,
      Access to Information.
      Consultant confirms that it has received and thoroughly read and is familiar
      with and understands this Agreement, and that all documents, records, books
      and
      other information pertaining to Consultant’s performance under this Agreement
      requested by Consultant have been made available for inspection and copying
      and
      that there are no additional materials or documents that have been requested
      by
      Consultant that have not been made available by Fonix. Consultant further
      acknowledges that it understands that Fonix is subject to the periodic reporting
      requirements of the U.S. Securities Exchange Act of 1934, as amended (the
“Exchange
      Act”),
      and
      Consultant has reviewed or received copies of any such reports that have been
      requested by it. Without limiting the generality of the foregoing, Consultant
      acknowledges that it has received and has reviewed copies of the following
      reports filed by Fonix:

    


     

     

    
      
         

      

      
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              	(a)	
                Annual
                  Report on Form 10-K for the fiscal year ended December 31,
                  2005;

              


      

    

    


    
      
        	
              	(b)	
                Quarterly
                  Report on Form 10-Q, for the quarters ended March 31, 2005, June
                  30, 2005
                  and September 30, 2005; and

              


      

    

    


    
      
        	
              	(c)	
                Current
                  Reports on Form 8-K filed during 2005 and up to and including March
                  20,
                  2006.

              


      

    

    


    Consultant
      acknowledges that the statements contained in the above-described Exchange
      Act
      Reports are not purely historical and include forward-looking statements within
      the meaning of Section 27A of the Act and Section 21E of the Exchange Act,
      including statements regarding the Company’s expectations, hopes, intentions or
      strategies regarding the future. Forward looking statements include statements
      regarding future development of Fonix’s telecommunication products and services
      and speech technologies, statements regarding Fonix’s ability to enter into
      appropriate sales, licensing and co-development agreements, and projections
      for
      the timing and amount of revenues to be received from Fonix in connection with
      such agreements. All such forward looking statements are based on information
      available to Fonix on the date hereof, and Fonix assumes no obligation to update
      any such forward looking statements. Fonix’s actual results could differ
      materially from the results predicted in such forward looking statements.


    


    ARTICLE
      V

    MISCELLANEOUS
      PROVISIONS

    


    5.1  Entire
      Agreement.
      This
      Agreement constitutes the entire agreement between the parties and supercedes
      any prior written or oral agreements concerning the subject matter contained
      herein.

    


    5.2  Amendment.
      This
      Agreement may be amended only by the written consent of the
      parties.

    


    5.3  Waiver.
      No
      waiver of any breach or default of this Agreement by either party hereto shall
      be considered to be a waiver of any other breach of default of this
      Agreement.

    


    5.4  Notices.
      Any
      notices pertaining to this Agreement shall be in writing and shall be
      transmitted by personal hand delivery or fax to an officer or director of Fonix
      or to Consultant, or through the facilities of the United States Post Office,
      certified mail, return receipt requested. The addresses set forth below for
      the
      respective parties shall be the places where notices shall be sent, unless
      written notice of a change of address is given.

    


     

     

    
      
         

      

      
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    Fonix:

    


    Fonix
      Corporation

    Attention:
      Roger Dudley

    Executive
      Vice President

    9350
      S.
      150 E., Suite 700

    Salt
      Lake
      City, Utah 84070 

    United
      States of America

    


    


    Consultant:

    


    George
      Schoenberg

    Third
      Floor

    27
      Mortimer Street

    London
      W1T 3BL

    England,
      United Kingdom

    


    Notices
      given by mail shall be deemed to be delivered on the day such notice is
      deposited in the United States mail, postage prepaid.

    


    5.5  Assignment.
      The
      Consultant’s rights and duties pursuant to this Agreement are not assignable
      without the express written agreement of Fonix. Fonix may assign any of its
      rights or obligations hereunder.

    


    5.6  Consultant
      not Exclusive Consultant of Fonix.
      Nothing
      in this Agreement shall restrict or otherwise limit the right of Fonix to engage
      or retain other consultants, either as employees or as independent
      contractors.

    


    5.7  Attorney
      Fees and Costs.
      The
      parties agree that, in the event of any dispute arising under this Agreement,
      the prevailing party in any such dispute shall be entitled to an award of all
      costs and expenses, including without limitation attorneys’ fees and legal
      costs, which may arise from the enforcement of this Agreement, whether such
      enforcement is pursued by filing of a suit or otherwise.

    


    5.8  Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      England and the parties hereto agree to submit to the exclusive jurisdiction
      of
      English courts.

    


    5.9  Counterparts.
      This
      Agreement may be executed in any number of counterparts, each of which when
      so
      executed shall be deemed to be an original, and such counterparts together
      shall
      constitute one and the same instrument.

    


    


     

    
      
         

      

      
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    IN
      WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
      day
      and year first above written.

    


    
      	 	
              FONIX:

            
	 	 	 
	 	
              FONIX
                CORPORATION

            
	 	 	 
	 	 	 
	 	 	 
	 	
              By:

            	
              /s/
                Thomas A.
                Murdock                                 
                

            
	 	 	
              Thomas
                A. Murdock

            
	 	 	
              CEO,
                President, Chairman

            
	 	 	 
	 	 	 
	 	
              CONSULTANT:

            
	 	 	 
	 	
              George
                Schoenberg

            
	 	 	 
	 	 	 
	 	 	 
	 	
              By:

            	
              /s/
                George Schoenberg

            


    

    


    


    


    


    


    
 

     

     

     

     

     

     

     

     

     

     

     

     

     

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