Exhibit 10.5


    REFERRAL
      AGENT AGREEMENT

     

    This
      Agreement is made and entered into on this 30th
      day of
      June, 2006 ("Effective Date") by and between The
      Language
      Access Network ("Company")
      with its
      principal office in Las Vegas, Nevada and operating office at
      111
      West
      Rich Street, Columbus Ohio 43215 and Speakeasy
      Enterprises,
      LLC ("Referral
      Agent'), located
      at 9128 Quarrystone Way, Las Vegas, Nevada 89123 and the Registered Agent at
      such address is Carolyne S. Johnson.

    


    In
      consideration of the mutual
      promises
      contained herein, the parties agree as follows:

    


    1. AppointmentCompany
      hereby appoints the Referral Agent as a non-exclusive independent Referral
      Agent
      to solicit, for Company approval and acceptance, qualified prospects for the
      sale of language interpretation services via mobile video or audio
      teleconferencing ("Services"). Referral Agent hereby accepts such appointment
      and agrees, on the terms and conditions set out herein, to identify, qualify,
      and refer prospects for the Services offered by the Company. This Agreement
      does
      not create an exclusive relationship either on the part of Referral Agent or
      on
      the part of Company. This agreement does not limit in any way Company's rights
      to develop, promote, market, offer, sell, license or distribute any products
      or
      services.

    


    2. General
      Duties Referral
      Agent shall function as an independent contractor and shall determine the manner
      in which the Referral Agent performs the services required hereunder. Company
      will rely upon Referral Agent to extend as much effort as may be reasonably
      necessary to fulfill Referral Agent's obligations under this Agreement. Referral
      Agent agrees to perform all of the duties normally rendered by a Referral Agent
      in the same or similar industry. Specifically, Referral Agent
      shall:

     

    
      	A.  	
              energetically
                and diligently promote the Company products and services and protect
                and
                promote the interests and goodwill of
                Company;

            


    

    
      	B.  	
              furnish
                Company with qualified prospects which have been determined to have
                genuine interest in the Company's
                Services;

            


    

    
      	C.  	
              keep
                Company advised, at reasonable intervals, of the Referral Agent's
                activities under this Agreement;

            


    

    
      	D.  	furnish Company market information concerning similar
              products available; and


    

    
      	E.  	perform
              such other reasonable duties as may from time to time be requested
              by
              Company.


    

     

    3. Sales
      Policies Company
      shall establish the prices, charges and terms for the sale of the Services,
      Application and other Company products or services. All prospects shall require
      Company's written acceptance and may be rejected for any reason. Referral Agent
      shall not have authority to bind Company to any contract without express written
      approval of Company. Company shall contract and provide all services rendered
      directly to any client, customer or account and payments shall be made directly
      to Company.

    


    4. Referral
      Consideration.

    A. Consideration.
      Referral Agent's sole compensation under the terms of this Agreement shall
      be a
      fee based on
      the
      execution of a contract between the Company and qualified prospect ("Client")
      in
      accordance with the following schedule:

    


    Referral
      Agent shall be entitled to earn consideration if: (i) Referral Agent provides,
      in writing, a qualified lead or prospect, (ii) Referral Agent introduces the
      Company to the potential Client and sets up a meeting with a person authorized
      to bind the Client, and (iii) the Company enters
      into a qualified contract with the Client within a twelve (12) month period
      of
      such meeting.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    In
      such
      case, Referral Agent shall be entitled to receive compensation of 5% of all
      transactions (minutes of usage) to a maximum of $.05 per minute during the
      first
      year of the Agreement net of all applicable operating expenses; the second
      year
      of a contract with the same client, the Referral Agent will receive 3% of all
      account transactions (minutes of usage) to a maximum of $.03 per minute net
      of
      all applicable operating expenses; the third year of a contract with the same
      client, the Referral Agent will receive 1.5% of all account transactions
      (minutes of usage) to a maximum of $.015 per minute net of all applicable
      operating expenses. Years four and five with the same contract/client, the
      Referral Agent will receive a flat fee of $.01 per minute of all account
      transactions (minutes of usage) net of all applicable operating
      expenses.

    


    Any
      and
      all considerations owed to the Referral Agent shall be due and payable within
      thirty (30) days after Company has received payment.

    


    B.  Post
      Termination Commissions. Upon the termination of this Agreement or the
      relationship between Company and Referral Agent for "Cause" (as such term is
      defined in Section 8 herein), Referral Agent shall only be entitled to receive
      a
      consideration on any payments which have been received by Company from a client
      prior to the date of the termination of this Agreement. Upon the termination
      of
      this Agreement or the relationship between Company and Referral Agent for any
      reason other than "Cause", Referral Agent shall be entitled to receive such
      compensation as is specified above in Section 4(A) for a period of the earlier
      of: (i) thirty-six (36) months from the date of the termination or (ii) the
      end
      of the client contract term, whichever is shorter.

    


    C.  Monthly
      Statements. Company shall provide to Referral Agent monthly statements of
      considerations due and payable under the terms of this Agreement, with reference
      to the specific invoices on which the considerations are being
      paid.

    


    D.  Taxes.
      Referral Agent is solely responsible for paying any and all taxes due as a
      result of payments made by Company to Agent.

    


    E.  Inspection
      of Records. Referral Agent shall have the right, at its own expense and not
      more
      than once in any fiscal quarter, to inspect, at reasonable times, Company's
      relevant accounting records to verify the accuracy of considerations paid by
      Company under the terms of this Agreement.

    


    5. Covenants
      of Referral Agent. The
      terms
      and provisions of this paragraph 5 shall survive termination of this
      Agreement.

    A. Reasons
      for Covenants. Referral Agent and the Referral Agent's designees, employees,
      contractors, etc, during the term of this Agreement, will have access to trade
      secrets and confidential and proprietary information of Company which are a
      valuable asset of the Company; the protection of which is essential to the
      success of Company. These trade secrets and confidential and proprietary
      information, including, without limitation, information relating to the
      Application and other Company products or services, Company's operations or
      its
      financial condition or results of its operations, its marketing or business
      strategies and plans, the names, addresses or specifications of any of its
      clients or prospective clients, the names, addresses, training, background
      or
      other information regarding any person who is or was an Referral Agent, agent,
      contractor, or referral source of Company, computer programs in whatever form
      and whatever stage of development, and any compilations of information which
      are
      used or are useful in the operation of the business of Company ("Confidential
      Information"). Failure to mark any of the Confidential Information as
      confidential or proprietary shall not affect its status as Confidential
      Information herein.

     

    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

     

    i.
      Covenant of Non-Disclosure. Referral
      Agent acknowledges, understands and agrees that all Confidential Information
      is
      the exclusive and confidential property of Company and Referral Agent agrees
      that he or she shall maintain in strict confidence and duly safeguard to the
      best of Company's ability any and all Confidential Information. Referral Agent
      shall not disclose or use any Confidential Information
      for Referral Agent's own purposes other than in connection with
      Referral Agent's
      regular activities for or on behalf of Company, but in no event, shall
      Referral
      Agent or
      its designees, employees, contractors, etc. disclose or use the Confidential
      Information
      after the termination of this Agreement. Referral Agent shall also
      refrain
      from
      directly or indirectly, using, disclosing, disseminating or publishing to or
      with any person, firm, company or entity any Confidential Information. Referral
      Agent shall restrict disclosure of such Confidential Information only to others
      as may reasonably be necessary in the conduct of Company's business and shall
      take such steps to protect the confidentiality of any Confidential Information
      as are necessary to keep it confidential.

     

    ii.
      Covenant
      of
Non-Solicitation.
      Without
      the written permission of the other party, neither
      party shall, directly or indirectly, at any time commencing on the date of
      this Agreement
      and continuing for a period of thirty-six (36) months after termination
      of
      this
      Agreement, whether terminated by Company or Referral Agent, directly or
      indirectly:

     

    (a)
      solicit, induce or influence or attempt to solicit, induce or influence any
      employee, agent, contractor, or referral source of
      the
      other
party
      to
      terminate, reduce the extent of, discourage the development of or otherwise
      harm
      his or her employment or other relationship with Company or assist any other
      party in such solicitation; or

    (t))
      hire
      or contract with or attempt to hire or contract with any employee, agent,
      contractor or referral source of the other party; or

    (c)
      solicit
      or attempt to solicit business from any client of the other party on behalf
      of
      itself or any other person or entity or in any fashion direct business or
      opportunities with a client away from the other

    party.

    


    6.  Indemnification.
      Company
      shall be solely responsible to clients for any express warranties contained
      in
      the client contracts. Company shall indemnify and indemnify and hold
Referral
      Agent harmless from any such liability. Referral Agent shall be solely liable
      for any liability
      resulting from acts or representations made outside the scope of this agreement
      and shall indemnify and herd Company harmless from any such
      liability.

    


    7.  Representations.
      Each
      Party shall: (a) require its employees, partners and associates to comply with
      all terms of this Agreement; (b) conduct businesses activities in a legal and
      ethical manner; (c) commit no act which would reflect unfavorably on the other;
      and (d) cooperate with the other to resolve any customer service problem
      consistent with Company's policy.

    


    8.  Term
      and Termination. This
      Agreement shall commence on Effective Date and continue for twelve (12) months.
      At the end of said twelve (12) month Initial Term, the Agreement shall
      remain in full force and effect until terminated by either Party on sixty (60)
      days written notice
      to the
      other unless terminated earlier as provided herein. Company may cancel and
      terminate this Agreement upon written notice to Referral Agent if Agent fails
      to
      submit a qualified lead within a 120 day period. Either party, upon immediate
      written notice, may terminate this Agreement for

     

    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    

     

    "Cause".
      For the purposes of this Agreement, the term "Cause" shall mean, (I) the other
      party's fraud, misappropriation, dishonesty, embezzlement, or such other willful
      misconduct; or (ii) the other party's material breach of any other provisions
      of
      this Agreement.

    


    9.  Governing
      Law and Jurisdiction. This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of Nevada.

    


    10.  Entire
      Agreement. This
      Agreement sets forth the entire agreement and understanding of the parties
      relating to the subject matter herein and supersedes any prior discussions
      or
      agreements between them. Unless expressly stated herein, there are no further
      obligations owed by Company to the Referral Agent and no further obligation
      shall be implied. No modification of or amendment to this Agreement, nor any
      waiver of any rights under this Agreement, shall be effective unless in writing
      signed by both parties.

    


    10.  Severability.If
      any
      provision of this Agreement is held to be invalid by a court of competent
      jurisdiction, the remaining provisions shall remain in full force and
      effect.

    


    11.  Successors
      and Assigns. This
      Agreement shall inure to the benefit of and be binding upon the parties hereto,
      their successors and assigns.

    


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