exv10w5






Exhibit 10.5




LETTER OF AGREEMENT BETWEEN

DIGI-DATA CORPORATION AND IGAMBIT INC.



This Letter of Agreement (LOA) records the understanding between Digi-Data Corporation (Digi-Data),
and iGambit Inc. (iGambit), who have agreed to engage the consulting services of Phil Clarke
(Clarke) and G.L.D. Investments/Advisors (GLD), as business development professionals (the
“Services”) and have further agreed to share the costs and expenses associated with the Services
(the “Costs”), the details of which appear below.




     WHEREAS, Digi-Data is engaged in the business of developing, marketing and selling Vault
service and other services directly to customers and also markets through intermediaries; and



     WHEREAS, Digi-Data and iGambit entered into an Asset Purchase Agreement dated February 28,
2006 (the Agreement) and pursuant the Agreement iGambit receives certain quarterly contingency
payments as a result of Digi-Data sales of Vault Services; and



     WHEREAS, Digi-Data and iGambit are mutually interested in Digi-Data entering into contracts,
transactions and other business arrangements (Arrangements) with customers of Digi-Data’s Vaults
services; and



     WHEREAS, Clarke and GLD separately and individually are in a position to assist Digi-Data
in entering into such Arrangements and thereafter assisting Digi-Data in connection with such
Arrangements at Digi-Data’s direction.



     NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the
parties hereto, intending to be legally bound, agree as follows:



     1. Digi-Data shall enter into an Independent Contractor Agreement with Clarke, effective
July 1, 2006
and ending April 30, 2007 for a monthly consulting fee mutually agreed to by Digi-Data, Clarke and
iGambit.



     2. Digi-Data Shall enter into an Independent Contractor Agreement with GLD, effective on or
about
June 1, 2006 and to continue until terminated pursuant to mutual agreement between DigiData
and iGambit. GLD
shall be paid a monthly consulting fee mutually agreed to by Digi-Data, GLD and iGambit.



     3. Digi-Data and iGambit mutually agree to share equally, fifty percent (50%) each, in the
Costs of the
Services pursuant to the Independent Contractor Agreements described above, less any Costs
reimbursed by
UTStarcom, Inc.



     4. Digi-Data shall be responsible for submitting full payment to Clarke and GLD pursuant to
the
Independent Contractor Agreements described above. iGambit’s share of the Costs shall be
deducted from the
quarterly contingency payments due and payable to iGambt pursuant to the Agreement.



     5. This LOA may be executed in separate counterparts, each of which so executed and delivered
shall constitute an original, but all such counterparts shall together constitute one and the
same instrument. The
parties may exchange a fully-executed LOA (in counterparts or otherwise) by facsimile
transmission, by creation and
delivery of an electronic (.pdf) copy or otherwise.


IN WITNESS WHEREOF, the parties, by their authorized representatives, have caused this Letter of
Understanding to be executed effective the day and year set forth below.




	 	 	 	 	 	 	 	 	 	 	 

	DIGIDATA CORPORATION	 	 	 	iGambit Inc.	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Dennis Cindrich
	 	 	 	By:
	 	/s/ John Salerno	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	 

	 	Dennis Cindrich, President & CEO
	 	 	 	 	 	John Salerno, Chairman of the Board	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	Date: 7/30/08	 	 	 	Date: 7/30/08