Exhibit 10.5




July 23,
2007




Mr. James
Wilson




Dear
Toby:




eTelcharge,
Inc. (the “Company”) is pleased to offer you the position of Sr. Vice President
of Technology. Your primary duties, including, but not limited to, will be to
develop primary goals, operating plans, policies, and short and long range
objectives for the technology of the Company. Oversee the design, delivery and
quality of technology-enabled products and services. Plan and direct all aspects
of the Company’s operational technology policies, objectives and initiatives.
Direct the development of the technology of the Company to ensure the company’s
future growth. Represent the Company to the technology community, as well as at
presentations to major customers and shareholders as needed. You will report to
the CEO. The following sets forth the terms and conditions of your employment,
which shall be binding upon the parties hereto:




1. Salary. Your salary will be
$3,125 per semi-monthly pay period ($75,000.00 annualized), subject to payroll
withholding and deductions. You are eligible for pay increases from time to time
as the CEO deems appropriate. As a salaried employee, you will be categorized as
“exempt,” which means you will not be eligible to receive over-time
pay.




2. Stock and Options. In
accordance with the wishes of the eTelcharge Board of Directors, and subject to
compliance with applicable securities laws, as an incentive to accept
employment, you will be granted options to purchase Company stock as
follows:




1,200,000
options at the per share price of $0.037 (one share per option) vesting 100,000
immediately upon the signing of this agreement, and 1,100,000 options (one share
per option) vesting 100,000 shares per month, the vesting period beginning on
the first day of your employment at the price per share of $0.037. You will have
36 months from the vesting date in which to exercise these options. After 36
months, the unexercised options will expire at the same rate at which they were
earned.




One
hundred percent (100%) of all granted options will immediately vest upon a
Corporate Transaction within the first year of your employment. One Hundred
percent (100%) of any additional options will immediately vest upon a Corporate
Transaction after the first year of your employment. A “Corporate Transaction,”
as used herein shall mean any (i) a merger or acquisition in which the Company
is not the surviving entity, except for a transaction the principal purpose of
which is to change the state in which the Company is incorporated; (ii) the
sale, transfer or other disposition of all or substantially all of the assets of
the Company whether through a single transaction or a series of transactions; or
(iii) or any reverse merger in which the Company is the surviving entity but in
which fifty percent (50%) or more of the Company’s outstanding voting stock is
transferred to holders different from those who held the stock immediately prior
to such merger.




3. Executive Bonus Plan. It is
the Company’s intention to establish an executive bonus plan. Equitable
participation in the executive bonus plan(s) will be provided when such plans
are adopted by the Company and approved by the Board of Directors.




4. Vacation / Holidays. You
shall be eligible for Vacation and Holiday pay in accordance with the Company’s
policy as such policies are developed and changed from time to
time.




5. Health Insurance. You will
be eligible to apply for participation in all health related benefits offered to
employees of the Company. Your participation in such plans will be subject to
the terms of the applicable benefit plan when the plan is adopted by the Company
and approved by the Board of Directors. The plans may be changed from time to
time or the Company may cease such plans at any time.




6. Travel and expenses. You
are the primary representative, voice and face of the technology of the company.
As such, you will be expected to travel in accordance with the needs of your
position. The Company will reimburse you for any expenses associated with such
business- related travel, and from time-to-time for the expenses associated with
and fees charged for participation in conferences, seminars, presentations,
customer calls, and the like in accordance with the duties of your
position.




7. Reporting Structure. You
will report directly to the CEO.




8. Company Confidentiality. As
a condition of your employment, you will be required to sign and comply with the
Company’s standard Employee Confidentiality and Invention Assignment Agreement
and to sign any revised agreements or amendments as a condition of continued
employment.




9. At will employment. Your
employment with the Company is not for a specified period of time and can be
terminated by you or the Company at any time, with or without cause. No
promises, assurances, or other conduct whether written or oral, can modify this
paragraph unless set forth in a written agreement signed by you and an
authorized officer of the Company.




10. Compliance. You will be
required to comply with the Company’s policies as they may be constituted from
time to time. Notwithstanding, the terms set forth in this letter or any other
written fully executed agreement between you and the Company shall prevail over
conflicting Company policies. You should also know that the Company is a drug
free workplace.




12. Background check. This
offer is subject to the completion of background and reference checking to the
satisfaction of the Company and your agreement to the terms of any background
check by any third party retained by the Company to perform the investigation.
You consent to all background and reference checking conducted by the Company,
and, to the extent allowed by law, you waive any claims that any of the
Company’s inquiries and investigation constitutes an infringement of any privacy
or other right you may have.




By
signing this letter, you acknowledge that the terms described in this letter
sets forth the entire understanding between us; there are no terms, conditions,
representations, warranties or covenants other than those contained herein. No
term or provision of this letter may be amended, waived, released, discharged or
modified except in writing, signed by you and an authorized officer of the
Company.




Please
sign and date this letter, and the enclosed Employee Confidentiality and
Invention Assignment Agreement and return them to me by July 27, 2007, if you
wish to accept employment at ETelcharge under the terms described above. If you
accept our offer, we would like you to start upon signing. Should you have any
questions, please feel free to contact me.




This
offer is valid until 5:00PM July 27, 2007.




Mr.
Wilson, we are excited about you joining the Company and look forward to your
contribution to the Company’s success.




Sincerely,




eTelcharge,
Inc.




/s/  Rob
Howe


Rob Howe,
President and CEO




I accept
the position of Sr. Vice President of Technology offered by eTelcharge, Inc.,
and agree to the terms described in this letter.




Signature                      /s/ James T.
Wilson                                                 Date   7/23/07