ex104.htm


    

      

      1636
        N. Hampton Rd., Suite 270

      DeSoto,
TX 75115-8621

      972-298-3800-voice

      972-298-3802-fax

      
 

      SEPARATION
        AND RELEASE AGREEMENT

       

      SEPARATION
        AND RELEASE AGREEMENT, dated November 19, 2007, by and between Etelcharge,
        Inc.,
        a Nevada corporation (the “Company”), and Carl Sherman
        and Michelle Sherman (together, the “Shermans”, “you” or
“your”).

       

      WHEREAS,
        Carl Sherman was the Chairman and Chief Executive Officer of the Company
        until
        July 31, 2007, the date Mr. Sherman’s resignation became effective;

       

      WHEREAS,
        Michelle Sherman was the Secretary and a Director of the Company until September
        21, 2007, the date Ms. Sherman resigned;

       

      WHEREAS,
        in light of the Shermans having resigned from their respective positions
        with
        the Company, the Company and the Shermans wish to memorialize certain agreements
        they have reached regarding the Shermans’ activities while employed by the
        Company and their separation from the Company.

       

      NOW
        THEREFORE, in consideration of the sum of $25,000 contemporaneously remitted
        by
        the Company to the Shermans and for other good and valuable consideration
        described herein, the Company and the Shermans (collectively referred to
        as the
“Parties”) hereby agree
        as follows:

       

      
        
           

        

        
          -1-

          
            

          

        

        
           

        

      

      


       

      I.           
        CONSIDERATION

       

      1.1           
        The Company has compensated you at your current rate of pay through your
        termination dates as set forth above (the “Termination
        Dates”).  Except as required by law, your entitlement to,
        participation in, and accrual of, Company benefits ended as of your Termination
        Dates.  Your rights and obligations under COBRA and any 401K plan, to
        the extent applicable, will be explained under separate cover.

       

      1.2           
        You acknowledge and agree that you have received all compensation that you
        have
        earned through the date of this Agreement, including any unused accrued vacation
        benefits, except as otherwise provided in this Agreement.

       

      1.3           
        In exchange for the covenants undertaken and releases given by you in this
        Agreement, and provided that you sign, return and do not revoke this Agreement
        within eight (8) days after the date it is signed by you and received by
        the
        Company (the "Effective Date"), the Company will pay you, in addition to
        the
        compensation set forth in Section 1.1 herein, the sum of $25,000, less required
        taxes and withholding (collectively, the "Severance Payment"). The Severance
        Payment will be paid in one lump sign following the Effective Date. The
        Severance Payment is in addition to any compensation or other amounts owed
        to
        you up to and including the Termination Date.

       

      1.4           
        You acknowledge and agree that (i) the Company is not obligated to provide
        the
        Severance Payment and other additional consideration to you under its normal
        polices and procedures, (ii) no other monetary payments shall be made to
        you in exchange for entering into this Agreement, and (iii) the Severance
        Payment and other additional consideration is being made in full and final
        settlement of any and all matters of any kind or nature that were alleged
        by, or
        could have been alleged by, you against the Company or any of the Releasees
        (as
        defined in Paragraph 2.3 below).

       

      II.           
        SHERMAN OBLIGATIONS

       

      2.1           
        Sherman
        Representations. The Shermans represent, warrant, covenant and agree with
        the Company, jointly and severally, as follows:

       

      2.1.1                      
        They, and each of them, hereby waive and forgive whatever right they have
        or may
        have to any obligation or debt that the Company may have to either of them,
        including any advances, notes or any evidence of indebtedness of any
        kind.

       

      2.1.2                      
        There are no obligations owing to them individually or in their status as
        past
        or present officers, directors or employees of the Company, except as set
        forth
        in this Agreement.

      
        
           

        

        
          -2-

          
            

          

        

        
           

        

      

       

      2.1.3                      
        The public filings (the “Filings”) of the Company
        are
        true and correct in all material respects, have been prepared in accordance
        with
        the forms prescribed and do not omit to state a material fact in light of
        the
        circumstances in which such statements are made. There are no matters that
        are
        required to be disclosed therein that have not been disclosed nor have there
        been any actions taken or omitted to be taken by either of the Shermans that
        would violate or would have violated their fiduciary obligations to the Company
        as officers, directors, or controlling stockholders.

       

      2.1.4                      
        They have caused to be reflected and/or recorded on the books and accounts
        of
        the Company all transactions to form a fair, complete and accurate
        representation of the financial position of the Company from the inception
        of
        the Company to date, and all such transactions are bona fide and have been
        on an
        arms length basis.

       

      2.1.5                      
        They and each of them have no claim to any of the intellectual property of
        the
        Company nor are there any inventions, concepts or ideas conceived (whether
        committed to writing or otherwise) (collectively, “Inventions”), directly or
        indirectly from the beginning of time to the date hereof by the Shermans
        or
        entities in which they have a direct or indirect involvement (by way of
        stockholdings, officers, directors, employees, independent contractors or
        otherwise) that could in any way be deemed to constitute any claim by either
        of
        them or by any other person that challenges in any way the past, present
        or
        contemplated intellectual property of the Company. Should there be any matter
        that would constitute an Invention, the Shermans hereby quitclaim and assign
        any
        such property right to the Company and will execute and deliver to the Company
        any and all documents and filings relating to such Invention and will cooperate
        with the Company in taking such steps that will reaffirm the Company’s rights to
        the intellectual property of the Company.

       

      2.1.6                      
        They know of no claim, whether asserted or not, against the Company, its
        directors, officers, stockholders or agents except as disclosed in Schedule
        A
        hereto (an “Undisclosed
        Claim”) and hereby agree to indemnify and hold harmless the Company, its
        officers, directors and agents from any liability, claims, demand or otherwise
        (including attorney’s fees and cost  in defending or investigating any
        such matter) that may result  from, any such Undisclosed Claim or the
        breach of any of the representations and warranties set forth herein. Should
        there be a claim  by the Company with respect to the subject matter of
        this Agreement, the Company shall have the right to take whatever steps it
        requires to seek recovery from the Shermans, whether by way of seeking an
        injunction, offsetting any obligation, or realizing against a property right
        of
        the Shermans or otherwise.

       

      2.1.7                      
        For avoidance of doubt, the Shermans hereby reaffirm their resignations as
        officers and directors of the Company effective the dates set forth above
        and
        affirm that except as specifically set forth in this Agreement, there is
        no
        obligation, direct or indirect, that the Company has to them or to any party
        in
        any way connected, associated or controlled by either of them within the
        meaning
        of Rule 405 of the Rules and Regulations adopted under the Securities Act
        of
        1933, as amended, of the Securities and Exchange Commission.

       

      2.1.8                      
        The Shermans recognize that because of their historical relationship with
        the
        Company until their respective resignations, and due to their continued
        involvement as stockholders, the restrictive covenant set forth herein is
        a
        critical part of this Agreement and any violations thereof shall render any
        agreement or release by the Company hereunder null and void and shall not
        preclude the Company from seeking injunctive relief without the necessity
        of
        posting a bond associated therewith.

       

      2.2           
        The Shermans represent that they fully understand their right to review all
        aspects of this Agreement with an attorney of their choice, that they have
        had
        the opportunity to consult with an attorney of their choice, that they have
        carefully read and fully understand all the provisions of this Agreement
        and
        that they are freely, knowingly and voluntarily entering into this
        Agreement.

      
        
           

        

        
          -3-

          
            

          

        

        
           

        

      

       

      2.3           
        Sherman Release
        and
        Waiver

       

      2.3.1                      
        For and in exchange for the payments to be made by the Company to you pursuant
        to this Agreement, and for other good and valuable consideration, you, Carl
        Sherman, on behalf of himself and his heirs, assigns, executors and
        representatives, hereby fully and forever, releases and discharges the Company
        (including all predecessors and successors, subsidiaries, affiliates, assigns,
        officers, directors, trustees, employees, agents and attorneys, past and
        present) (“Company
        Personnel”) in respect of, from any and all claims, demands, liens,
        agreements, contracts, covenants, actions, suits, causes of action, obligations,
        controversies, debts, costs, expenses, damages, judgments, orders and
        liabilities, of whatever kind or nature, direct or indirect, in law, equity
        or
        otherwise, whether known or unknown (collectively, “Claims”), arising through
        the
        date of this Agreement, out of Carl Sherman’s relationship with the Company or
        the termination thereof, including, but not limited to, and Claims with respect
        to (i) any debts, payments due, stock transfers or certificates, options,
        intellectual property, (including, without limitation, intellectual property
        consisting of business practices, business processes, and trade secrets)
        and
        (ii) wages, bonuses, commissions, penalties, deferred compensation, vacation
        pay, separation benefits, defamation, libel, slander, negligence, breach
        of
        covenant of good faith and fair dealing, personal injury, emotional distress,
        breach of contract, breach of confidentiality, invasion of privacy, negligence,
        improper discharge (based on contract, common law, or statute, including
        any
        federal, state or local statute or ordinance prohibiting discrimination or
        retaliation in employment), alleged violation of the United States Constitution,
        the Constitution of the State of New Jersey, the Civil Rights Act of 1964,
        including Title VII, the Civil Rights Act of 1991, the Age Discrimination
        in
        Employment Act of 1967, the Americans with Disabilities Act of 1990, the
        Fair
        Labor Standards Act, the Employee Retirement Income Security Act of 1974,
        the
        Worker Adjustment and Retraining Notification Act, the Older Workers Benefit
        Protection Act, the Equal Pay Act of 1963, the Family Medical Leave Act,
        the
        Rehabilitation Act of 1973, or any other federal, state (including, but not
        limited to Texas) or local statutes concerning employment, labor, and/or
        human
        rights or discrimination laws, and any claim for discrimination or retaliation
        based on sex, race, color, creed, religion, age, national origin, marital
        status, sexual orientation, disability, or perceived disability, medical
        condition, status with regard to public assistance, sexual harassment, or
        any
        other protected class status, but excludes claims arising after the date
        hereof
        out of any breach of this Agreement.

       

      2.3.2                      
        For and in exchange for the payments to be made by the Company to you pursuant
        to this Agreement, and for other good and valuable consideration, you, Michelle
        Sherman, on behalf of herself and her heirs, assigns, executors and
        representatives, hereby fully and forever, releases and discharges the Company
        and Company Personnel in respect of, from any and all claims, demands, liens,
        agreements, contracts, covenants, actions, suits, causes of action, obligations,
        controversies, debts, costs, expenses, damages, judgments, orders and
        liabilities, of whatever kind or nature, direct or indirect, in law, equity
        or
        otherwise, whether known or unknown, arising through the date of this Agreement,
        out of Michelle Sherman’s relationship with the Company or the termination
        thereof, including, but not limited to, (i) any debts, payments due, stock
        transfers or certificates, options, intellectual property, (including, without
        limitation, intellectual property consisting of business practices, business
        processes, and trade secrets) and (ii) any claims Ms. Sherman may have for
        wages, bonuses, commissions, penalties, deferred compensation, vacation pay,
        separation benefits, defamation, libel, slander, negligence, breach of covenant
        of good faith and fair dealing, personal injury, emotional distress, breach
        of
        contract, breach of confidentiality, invasion of privacy, negligence, improper
        discharge (based on contract, common law, or statute, including any federal,
        state or local statute or ordinance prohibiting discrimination or retaliation
        in
        employment), alleged violation of the United States Constitution, the
        Constitution of the State of New Jersey, the Civil Rights Act of 1964, including
        Title VII, the Civil Rights Act of 1991, the Age Discrimination in Employment
        Act of 1967, the Americans with Disabilities Act of 1990, the Employee
        Retirement Income Security Act of 1974, the Worker Adjustment and Retraining
        Notification Act, the Older Workers Benefit Protection Act, the Equal Pay
        Act of
        1963, the Family Medical Leave Act, the Rehabilitation Act of 1973, or any
        other
        federal, state (including, but not limited to Texas) or local statutes
        concerning employment, labor, and/or human rights or discrimination laws,
        and
        any claim for discrimination or retaliation based on sex, race, color, creed,
        religion, age, national origin, marital status, sexual orientation, disability,
        or perceived disability, medical condition, status with regard to public
        assistance, sexual harassment, or any other protected class status, but excludes
        claims arising after the date hereof out of any breach of this
        Agreement.

       

      
        
           

        

        
          -4-

          
            

          

        

        
           

        

      

      2.3.3                      
        Without limiting the foregoing release in any way, the Shermans acknowledge
        and
        agree that this Agreement includes a waiver and release of all claims which
        they
        have or may have under the Age Discrimination in Employment Act of 1967,
        as
        amended, 29 U.S.C. Section 621, et seq. ("ADEA").  The
        following terms and conditions apply to and are part of the waiver and release
        of ADEA claims under this Agreement:

       

      (a)           
        You are hereby advised to consult with an attorney before signing this
        Agreement.

       

      (b)           
        The Company will keep its offer to sign the Agreement open for twenty-one
        (21)
        days from the date you were presented with this Agreement. However, the Company
        is prepared to sign the Agreement and make it effective at any time before
        then.
        The parties agree that any counteroffer(s) or negotiations that occur subsequent
        to the date you were presented with this Agreement, whether material or
        immaterial, will not re-start the running of such twenty-one (21) day
        period.

       

      (c)           
        You have the right to revoke the waiver and release of claims under the ADEA
        set
        forth in this Agreement within seven (7) days after signing this Agreement,
        and
        the Agreement will not be effective until seven (7) days after the Agreement
        signed by you has been returned to the Company. To be effective, your rescission
        must be in writing and delivered and received within such seven (7) day period
        to the Director of Human Resources of the Company at the address listed on
        the
        signature page to this Agreement.

       

      (d)           
        The waiver and release of claims under the ADEA contained in this Agreement
        do
        not cover rights or claims under the ADEA that may arise after the date on
        which
        you sign this Agreement.

       

      (e)           
        You understand that by signing this Agreement you are giving up any right
        which
        you may have to sue or otherwise prosecute any Claim against any
        Releasee.

       

      (f)           
        You hereby acknowledge and agree that you are knowingly and voluntarily waiving
        and releasing your rights and Claims in exchange for consideration (something
        of
        value) in addition to anything of value to which you are already
        entitled.

       

      (g)           
        You are not being forced or pressured in any manner whatsoever to sign this
        Agreement.

       

      2.3.4                      
        Nothing in this Agreement prevents you from filing a charge with or
        participating in an investigation or proceeding conducted by any governmental
        agency, including without limitation, the Equal Employment Opportunity
        Commission or state or local human rights agencies, to the extent required
        or
        permitted by law. Notwithstanding the foregoing, you acknowledge and agree,
        as a
        condition for receiving the Consideration and other benefits contained in
        this
        Agreement, that you are waiving any and all entitlement to monetary damages,
        equitable relief and reinstatement with respect to: (1) any claims released
        and
        waived as part of this Agreement; or (2) any charge, action, complaint or
        lawsuit filed by you or by anyone else on your behalf.

       

      
        
           

        

        
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      2.3.5                      
        Carl Sherman expressly represents that he has not filed a lawsuit or initiated
        any other administrative proceedings against the Company and that he has
        not
        assigned any claim against the Company to any other person or entity. Carl
        Sherman further promises not to initiate a lawsuit or bring any other claim
        against the Company, its successors and assigns, or any Company Personnel
        arising out of or in any way related to his employment by the Company, his
        activities on behalf of the Company (including, without limitation, the
        provision of loans to the Company), or the termination of his employment
        by the
        Company.

       

      2.3.6                      
        Michelle Sherman expressly represents that she has not filed a lawsuit or
        initiated any other administrative proceedings against the Company and that
        she
        has not assigned any claim against the Company to any other person or entity.
        Michele Sherman further promises not to initiate a lawsuit or bring any other
        claim against the Company, its successors and assigns, or any Company Personnel
        arising out of or in any way related to her employment by the Company, her
        activities on behalf of the Company, or the termination of her employment
        by the
        Company.

       

      2.4           
        Sherman Non
        Competition/Non Solicitation

       

      2.4.1                      
        Carl Sherman hereby agrees for a period of 5 years (60 months) from the date
        of
        the signing of this Agreement (the “Restrictive Period”), he will
        not, directly or indirectly (i) market or sell products or perform services
        which are the same or similar to such as are offered or conducted by the
        online
        payments business unit of the Company, to any customer or client of the Company;
        or (ii) engage in, manage, operate, be connected with or acquire any interest
        in, as an advisor, agent, owner, partner, co-venturer, principal, director,
        shareholder, lender, employee or otherwise, in any company that markets or
        sells
        products or performs services which are the same or similar to such as are
        offered or conducted by the online payments business unit of the Company,
provided however,
        that Carl Sherman may continue to engage in the business of the reselling
        of
        Credit Card Merchant Services, including, but not limited to, the
        Government-to-People segment of the merchant services business.  The
        geographic scope of this provision is the United States.

       

      2.4.2                      
        Carl Sherman understands that his work as an employee of the Company created
        a
        relationship of trust and confidence between him and the Company. During
        the
        Restrictive Period, Carl Sherman agrees that he will not request or otherwise
        attempt to induce or influence, directly or indirectly, any present customer,
        distributor or supplier, or other persons sharing a business relationship
        with
        the Company to cancel, to limit or postpone their business with the Company,
        or
        otherwise take action which might be to the material disadvantage of the
        Company. During the Restrictive Period, he will not hire or solicit for
        employment, directly or indirectly, or induce or actively attempt to influence,
        any employee, agent, officer, director, contractor, consultant or other business
        associate of the Company to terminate his or her employment or discontinue
        such
        person's consultant, contractor or other business association with the Company.
        The geographic scope of this provision is the United States.

       

      2.4.3                      
        Michelle Sherman hereby agrees that during the Restrictive Period she will
        not,
        directly or indirectly (i) market or sell products or perform services such
        as
        are offered or conducted by the online payments business unit of the Company,
        to
        any customer or client of the Company; or (ii) engage in, manage, operate,
        be
        connected with or acquire any interest in, as an advisor, agent, owner, partner,
        co-venturer, principal, director, shareholder, lender, employee or otherwise,
        in
        any company that markets or sells products or performs services such as are
        offered or conducted by the online payments business unit of the Company,
providedhowever,
        that
        Michelle Sherman may continue to engage in the business of the reselling
        of
        Credit Card Merchant Services, including, but not limited to, the
        Government-to-People segment of the merchant services business.  The
        geographic scope of this provision is the United States.

       

      
        
           

        

        
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      2.4.4                      
        Michelle Sherman understands that her work as an employee of the Company
        created
        a relationship of trust and confidence between her and the Company. During
        the
        Restrictive Period, Michelle Sherman agrees that she will not request or
        otherwise attempt to induce or influence, directly or indirectly, any present
        customer, distributor or supplier, or other persons sharing a business
        relationship with the Company to cancel, to limit or postpone their business
        with the Company, or otherwise take action which might be to the material
        disadvantage of the Company. During the Restrictive Period, she will not
        hire or
        solicit for employment, directly or indirectly, or induce or actively attempt
        to
        influence, any employee, agent, officer, director, contractor, consultant
        or
        other business associate of the Company to terminate his or her employment
        or
        discontinue such person's consultant, contractor or other business association
        with the Company. The geographic scope of this provision is the United
        States.

       

      2.4.5                      
        The Parties hereto agree that, due to the nature of the Company's business,
        and
        that of its affiliates and subsidiaries, the duration and geographic scope
        of
        the non-competition and non-solicitation provisions set forth above in Sections
        4.1, 4.2, 4.3 and 4.4 are reasonable. In the event that any court determines
        that the duration or the geographic scope, or both, are unreasonable and
        that
        either of such provisions are to that extent unenforceable, the parties hereto
        agree that such provision shall remain in full force and effect for the greatest
        time period and in the greatest area that would not render it unenforceable.
        The
        parties intend that the non-competition and non-solicitation provisions in
        Sections 4.1, 4.2, 4.3 and 4.4 herein shall be deemed to be a series of separate
        covenants. The Parties also agree that damages are an inadequate remedy for
        any
        breach of such provisions and that the Company, its affiliates and subsidiaries,
        shall, whether or not they are pursuing any potential remedies at law, be
        entitled to equitable relief in the form of preliminary and permanent
        injunctions without bond or other security upon any actual or threatened
        breach
        of either of these provisions. The covenants contained in the non-competition
        and non-solicitation provisions set forth above are deemed to be material
        and
        the Company is entering into this Agreement relying on such
        covenants.

       

      2.5           
        Sherman Assumption
        of
        Obligations/Indemnification

       

      2.5.1                      
        Michelle Sherman and Carl Sherman hereby agree to be solely and unconditionally
        liable for, and to indemnify and hold harmless the Company against, any
        obligations that either Michelle Sherman or Carl Sherman may individually
        or
        jointly have incurred on behalf of or in the name of the Company, including,
        but
        not limited to, obligations arising under any contracts, loans, commitments
        or
        promises to employees, prospective investors, or others, or other agreements,
        whether verbal or written, which have not been fully and completely disclosed
        in
        writing to the Company on or prior to September 21, 2007 (the “Undisclosed Sherman
        Obligations”).

       

      2.5.2                      
        Carl Sherman and Michelle Sherman agree that their liability for the Undisclosed
        Sherman Obligations shall be joint and several and shall be without recourse
        to
        any third party. The Shermans further agree that any amounts due to the Company
        in respect of the indemnity contained in this Section 2.5 shall be paid,
        at the
        election of the Company, in either (i) cash, (ii) shares of Company stock,
        or
        (iii) a combination of cash and shares of Company stock.

       

      III.           
        COMPANY OBLIGATIONS

       

      3.1           
        Company Agreement
        Not
        to Sue

       

      Except
        to
        enforce an indemnity or other right the Company may have under this Agreement,
        the Company hereby agrees not to initiate any lawsuit or bring any other
        claim
        against Carl Sherman or Michelle Sherman based on or arising out of any
        unauthorized actions taken, or required actions not taken, by Carl Sherman
        or
        Michelle Sherman while they were employed by the Company to the extent such
        actions taken or not taken have been fully disclosed in writing by the Shermans
        to the Company prior to the date of this Agreement.

       

      
        
           

        

        
          -7-

          
            

          

        

        
           

        

      

      3.2           
        Company
        Cooperation

       

      The
        Company agrees that it will, for a period of five years from the date of
        this
        Agreement, provide information and documentation to Carl Sherman and/or Michelle
        Sherman and their respective counsel, at the sole cost and expense of the
        Shermans, with respect to litigation or governmental proceedings which relate
        to
        matters with which Carl Sherman and/or Michelle Sherman were involved in
        their
        capacity as an officer or director of the Company, provided that such
        information or documentation will not be provided to the extent (i) such
        provision could result in a waiver of attorney-client privilege, (ii) such
        provision would be contrary to law, or (iii) the Company’s interest is adverse
        to the Shermans.

       

      IV.           
        MISCELLANEOUS

       

      4.1           
        Arbitration

       

      In
        consideration of the mutual promises set forth herein, the Shermans and the
        Company agree, for themselves and the Company and for their representatives,
        successors, and assigns and the representatives, successors, and assigns
        of the
        Company, any controversy or claim arising out of or relating to this Agreement,
        its enforcement or interpretation, or because of an alleged breach, default,
        or
        misrepresentation in connection with any of its provisions, or arising out
        of or
        relating to the subject matter of this Agreement, shall be settled by final
        and
        binding arbitration in Reno, Nevada (or such other place in Nevada as may
        be
        agreed to by the parties) before a single arbitrator, selected in accordance
        with the National Rules for the Resolution of Employment Disputes of the
        American Arbitration Association ("AAA"), in accordance with the procedures
        required under Nevada law; provided, however, that the Company may seek
        injunctive relief in order to prevent irreparable harm or preserve the status
        quo.  This arbitration clause, and its enforcement, shall be governed
        by the laws of the State of Nevada.  Any award pursuant to said
        arbitration shall be accompanied by a written opinion of the arbitrator setting
        forth the reason for the award, including findings of fact and conclusions
        of
        law.  The award rendered by the arbitrator shall be conclusive and
        binding upon the parties hereto, and judgment upon the award may be entered,
        and
        enforcement may be sought in, any court of competent jurisdiction.  A
        court shall vacate, modify or correct any award: (A) where the arbitrator’s
        findings of fact are not supported by substantial evidence, (B) where the
        arbitrator’s conclusions of law are erroneous; (C) in accordance with Nevada law
        governing arbitration; or (D) where the arbitrators knew of a governing legal
        principle yet refused to apply it or ignored it altogether.  Each
        party shall pay its own expenses of arbitration and the expenses of the
        arbitrator (including compensation).

       

      YOU
        UNDERSTAND THAT, ABSENT THIS AGREEMENT, YOU AND THE COMPANY WOULD HAVE THE
        RIGHT
        TO SUE EACH OTHER IN COURT, AND THE RIGHT TO A JURY TRIAL, BUT, BY THIS
        AGREEMENT, BOTH PARTIES GIVE UP THAT RIGHT.

       

      4.2           
        Authority,
        Reliance,
        Liens.

       

      Carl
        Sherman and Michelle Sherman represent and warrant that (i) each has the
        capacity to act on his or her own behalf and on behalf of all who might claim
        through them to bind them to the terms and conditions of this Agreement (ii)
        neither Carl Sherman nor Michelle Sherman has relied upon any representations
        or
        statements made by the Company which are not specifically set forth in this
        Agreement, and (iii) there are no liens or claims of lien or assignments
        in law
        or equity or otherwise of or against any of the claims or causes of action
        released pursuant hereto.

       

      
        
           

        

        
          -8-

          
            

          

        

        
           

        

      

      4.3           
        Voluntary
        Execution.

       

      This
        Agreement is executed voluntarily and without any duress or undue influence
        on
        the part or behalf of the Parties hereto, with the full intent of releasing
        all
        claims.  The Parties acknowledge that: (i) they have read this
        Agreement, (ii) they have been represented in the preparation, negotiation,
        and
        execution of this Agreement by legal counsel of their own choice or that
        they
        have voluntarily declined to seek such counsel, (iii) they understand the
        terms
        and consequences of this Agreement and of the releases therein contained,
        and
        (iv) they are fully aware of the legal and binding effect of this
        Agreement.

       

      4.4           
        Counsel.

       

      Each
        of
        Carl Sherman and Michelle Sherman acknowledges that the Company has specifically
        advised each of them to seek counsel regarding the legal, tax and other
        consequences of the matters provided in this Agreement.  In the event
        that either or both Mr. and Mrs. Sherman elects not to consult with an attorney
        or other counsel regarding his or her rights and obligations under this
        Agreement and the legal effect hereof, each of Carl Sherman and Michelle
        Sherman
        hereby waives all rights to such consultation.  Such waiver is and
        shall be irrevocable and unequivocal, without any conditions or reservations
        of
        any kind.

       

      4.5           
        Severability.

       

      The
        parties understand and agree that in the event any provision of this Agreement
        is deemed to be invalid or unenforceable by any court or administrative agency
        of competent jurisdiction, the provision shall be deemed to be restricted
        in
        scope or otherwise modified to the extent necessary to render the same valid
        and
        enforceable or, in the event that any provision of this Agreement cannot
        be
        modified or restricted so as to be valid and enforceable, then the same shall
        be
        deemed excised from this Agreement if circumstances so require, and this
        Agreement shall be construed and enforced as if such provision had originally
        been incorporated therein as so restricted or modified, or as if such provision
        had not originally been contained therein, as the case may be.

       

      4.6           
        Entire Agreement;
        Amendment.

       

      This
        Agreement and the attached Schedule A represent the entire agreement and
        understanding between the Company and the Shermans concerning the separation
        of
        each of  Carl Sherman and Michelle Sherman from the Company, and
        supersedes and replaces any and all prior agreements and understandings
        concerning either of Carl Sherman’s or Michelle
        Sherman’s  relationship with the Company and the Sherman’s
        compensation by the Company, and any prior employment agreement previously
        entered into by the Company and either Carl Sherman or Michelle
        Sherman.  This Agreement may only be amended by a written instrument
        signed by Carl Sherman and Michelle Sherman and a duly authorized officer
        of the
        Company.

       

      
        
           

        

        
          -9-

          
            

          

        

        
           

        

      

      4.7           
        Specific Enforcement.

       

      Carl
        Sherman and Michelle Sherman both acknowledge and agree that the Company
        will
        suffer irreparable harm as a consequence of any breach or threatened breach
        by
        either of them of any of the provisions of the Agreement and each of Carl
        Sherman and Michelle Sherman hereby consents to the Company seeking and being
        awarded such injunctive and other equitable relief as may be appropriate
        in the
        circumstances to prevent or restrain any such breach or threatened breach.
        In
        addition, if either of Carl Sherman or Michelle Sherman breaches any term
        of
        this Agreement, the Company may commence legal action and pursue any available
        legal and equitable remedies, including but not limited to suspending and
        recovering any and all payments and benefits made or to be made under this
        Agreement.

       

      4.8           
        Governing
        Law.

       

      This
        Agreement shall in all respects be exclusively interpreted and governed by
        the
        laws of the State of Nevada (without regard to conflicts laws
        principles).

       

      4.9           
        Costs.

       

      The
        Parties shall each bear their own costs, attorneys’ fees and other fees incurred
        in connection with this Agreement.

       

      4.10           
        Successors.

       

      This
        Agreement shall extend and inure to the benefit of, and shall be binding
        upon,
        Carl Sherman, Michelle Sherman, the Company, and each of their respective
        permitted successors and assigns.

       

      4.11           
        Further
        Assurances.

       

      At
        the
        request of any Party, the other Party shall execute and deliver such further
        documents, and take such other action, as may be necessary or appropriate
        to
        give full effect to the transactions contemplated by this
        Agreement.

       

      4.12           
        Counterparts.

       

      This
        Agreement may be executed in one or more counterparts, and each counterpart
        shall have the same force and effect as an original and shall constitute
        an
        effective, binding agreement on the part of each of the
        undersigned.

       

      
        
           

        

        
          -10-

          
            

          

        

        
           

        

      

      IN
        WITNESS WHEREOF, the Parties have executed this Agreement on the date first
        written above.

       

      


      
        
          	 	ETELCHARGE,
                  INC.	 
	 	 	 	 
	
                   

                	
                  By:
                    

                	/s/ 
                  Rob Howe	 
	 	 	Rob
                  Howe	 
	 	 	Title:  Chairman
                  & CEO	 
	 	 	 	 


        

      

       

      


      
        
          	 	
                	 
	 	 	 	 
	
                	
                  By:
                    

                	/s/ Carl
                  Sherman	 
	 	 	Carl
                  Sherman	 
	 	 	 	 
	 	 	 	 


        


        


        
          
            	 	
                  	 
	 	 	 	 
	
                  	
                    By:
                      

                  	/s/ Michelle
                    Sherman	 
	 	 	Michelle
                    Sherman	 
	 	 	 	 
	 	 	 	 


          



        
          
             

          

          
            -11-