fs1a1ex10iv_apextalk.htm


     

     

    
EXHIBIT
10.4

     

    Consulting
Agreement

     

    This
Consulting Agreement, dated effective December 29, 2007 (this “Agreement”), is
made and entered into by and among Apextalk Holdings, Inc. a Delaware
corporation, with business address at 637 Howard Street, San Francisco, CA (the
“Company”) and Links International Ltd. a Hong Kong SAR corporation with
business address at Rm A, 5/F., Hang Seng Center, 95 Tung Chau Street, Tal Kok
Taui, Kowloon, Hang Kong (the “Consultant”).

     

    1.
Scope of Work

     

    1.1   Services - The Company has engaged Consultant to provide
services in connection with the Company’s soft switch and Personal Number
switch.  Consultant will develop the programming to allow call
forwarding and such other services as described at Exhibit A.

     

    1.2   Confidentiality - Except for
its employees, agents and independent contractors, Consultant shall not divulge
to others, any trade secret or confidential information, knowledge, or data
concerning or pertaining to the business and affairs of Company, obtained by
Consultant as a result of its engagement hereunder,
unless authorized, in writing by the Company.

     

    l.3   Standard of Conduct - In
rendering consulting services under this Agreement, Consultant shall conform to
high professional standards of work and business ethics.  Consultant
shall not use time, materials or equipment of the Company without the prior
written consent of the Company.

     

    1.4   Outside Services - Consultant
shall not use the service of any other person, entity or organization in the
performance of Consultant’s duties without the prior written consent of the
Company.  Should the Company consent to the use by Consultant of the
services of any other
person, entity or organization, no information regarding the services to be
performed under this Agreement shall be disclosed to that person, entity or
organization until such person, entity or organization has executed an agreement
to protect the confidentiality of the Company’s Confidential Information and the
Company’s absolute and complete ownership of all right, title and interest in
the work performed under this Agreement.

     

    2.
Independent Contractor

     

    2.1   Independent Contractor -
Consultant shall be and in all aspects be deemed to be, an independent contractor and is
not an employee, partner, or co-venture of, or in any other service relationship
with the Company.  The manner in which Consultant’s services are
rendered shall be within Consultant’s sole control and
discretion.  Consultant is not authorized to speak for, represent, or have no
power to enter any agreement on behalf of or otherwise
bind the Company.

     

    
      
        
        

      

      
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    2.2   Taxes - Consultant
shall be responsible for all taxes arising from compensation and other amounts
paid under this Agreement, and shall be responsible for all payroll taxes and
fringe benefits of Consultant’s employees.

     

    3.
Compensation for Consulting Services

     

    3.1   Compensation - The Company
shall pay to Consultant $30,000 for its services rendered to the Company under
this Agreement.  The initial payment shall be $15,000 upon signing
of this Agreement, the other half of the payment shall be paid when Company
accepts and approves the delivery of work preformed according to this
Agreement.

     

    3.2   Reimbursement - The Company
agrees to reimburse Consultant for all actual reasonable and necessary
expenditures, which are directly related to the consulting
services.  These expenditures include, but are not limited to, expenses related to travel
(i.e. airfare, hotel temporary housing,
meals, parking. taxis, mileage, etc.), telephone cells, and postal
expenditure.  Expenses incurred by Consultant will be reimbursed by
the Company within 15 days of Consultant’s proper written request for
reimbursement.

     

    4.
Term and Termination

     

    4.1   Term - This Agreement shall be
effective as of Dec. 29, 2007, and shall continue in full force and effect for three (3)
consecutive months.  The Company and Consultant may negotiate to
extend the term of this Agreement and the terms and conditions under which the
relationship shall continue.

     

    4.2   Termination - The Company shall
have the right to terminate this Agreement hereunder by furnishing Consultant
with written notice thirty (30) days in advance of such termination.
However, no termination of this
Agreement by Company shall in anyway affect the right of Consultant to receive
as a result of the Services rendered
hereunder:

     

    1. any
unpaid consultant fee

     

    2.
reimbursement for billed, accrued and/or unbilled disbursements and expenses
which both parties
agreed and consent is absolute;

     

    4.3   Survival - The provisions of
Articles 5 and 6 of this Agreement shall survive the termination of this
Agreement and remain in full force and effect thereafter.

     

    
      
        
        

      

      
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    5.
Confidential Information

     

    5.1   Obligation of Confidentiality -
In performing consulting services under this Agreement, Consultant may be
exposed to and will be required to use certain “Confidential Information” of the
Company.  Consultant agrees that Consultant and consultant’s
employees, agents or representatives will not use directly or indirectly such
Confidential, Information for the benefit of any person, entity or organization
other than the Company, or disclose such Confidential Information without the
written authorization of the CEO of the Company,
either during or after the term of this Agreement for as long as such
information retains the characteristics of Confidential Information

     

    5.2   Property of the Company -
Consultant agrees that all plans, manuals and specific materials
developed by the Consultant on behalf of the
Company in connection with services rendered under this Agreement, are and shall
remain the exclusive property of the Company. Promptly upon the expiration or
termination of this Agreement, or upon the request of the Company, Consultant
shall return to the Company all documents and tangible items, including samples,
provided to Consultant or created by Consultant for use in connection with
services to be rendered hereunder, including without limitation all Confidential
Information, together with all copies and abstracts thereof.

     

    5.3   Data - All drawings,
models, designs, formulas, methods, documents and tangible items prepared for
and submitted to the Company by Consultant in connection with the services
rendered under this Agreement shall belong exclusively to the
Company.

     

    6.
General Provisions

     

    6.1   Construction of terms - If any
provision of this Agreement is held unenforceable by a court of competent
jurisdiction, that provision shall be severed and shall not affect the validity or
enforceability of the remaining previsions.

     

    6.2   Governing Law - This Agreement
shall be governed by and construed in
accordance with the laws of the Hong Kong SAR.

     

    6.3   Complete Agreement - This
Agreement constitutes the complete agreement and sets forth the entire
understanding and agreement of the parties as to the subject matter of this
Agreement and supersedes all prior discussions and understandings in respect to the subject
of this Agreement, whether written or oral.

     

    6.4   Modification - No modification,
termination or attempted waiver of this Agreement, or any provision thereof,
shall be valid unless in writing signed by the
party against whom the same is sought to be enforced.

     

    
      
        
        

      

      
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    6.5   Waiver of Breach - The
waiver by a party
of a breach of any provision of this Agreement by the other party shall not
operate or be construed as a waiver of any other or subsequent breach by
the party in
breach.

     

    6.6   Successors and Assigns - This
Agreement may not be assigned by either
party without the prior written consent of the other party; provided, however,
that the Agreement shall be assignable by the Company without Consultant’s
consent in the event the Company is acquired by or merged into another
corporation or business entity.  The benefits and obligations of this
Agreement shall be binding upon and inure to the parties hereto, their
successors and assigns.

     

    6.7   No Conflict - Consultant
warrants that Consultant has not previously assumed any obligations inconsistent
with those undertaken by consultant under this Agreement.

     

    IN
WITNESS WHEREOF, this Agreement is executed as of the
date set forth above.

     

    
      	
              Apextalk
      Holdings, Inc.

            	 	
              Links
      International Company Limited

            
	 	 	 
	
              By:

            	/s/ Tony Lee	 	
              By:

            	/s/
      Lo Sui Kong
	
              Its:

            	
              Tony
      Lee

              CEO

            	 	
              Its:

            	
              Lo
      Sui Kong

              General
      Manager

            


    

     

    
      
        
        

      

      
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    Exhibit
A

     

    Upon
execute of this Consultant Agreement Consultant will further develop a
soft-switch based on existing proprietary programming and coding that the
Company has already developed. The newer version of the soft-switch will be able
to support Company’s various products and services, such as:

     

    
      	
              1.

            	
              Personal
      Number

            
	
              2.

            	
              Follow-me
      Pro

            
	
              3.

            	
              Promotional
      Minutes

            
	
              4.

            	
              Red
      Pocket Mobile - US prepaid cell phone
services

            


    

     

    The total
development cost of the soft-switch will be including software and
hardware developed and provided by Consultant.

     

     

     

     

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