fs1a1ex10iii_apextalk.htm


     

    EXHIBIT
10.3

     

     

    ConsultingAgreement

     

     

    This
Consulting Agreement, dated effective September 1,2008 (this"Agreement"), is
made and entered into by and among Apextalk Holdings, Inc. a Delaware
corporation, with business addressat 637 Howard Street, San Francisco,CA
(the"Company") and Aaron Chan, an individual with address at 301 Wheeler Ave SF, CA 94134 (the
"Consultant").

       

      1. Scope
of Work

       

      1.1 Extension of services - The Company has engaged Consultant to
provide services in connection with the Company's soft switch. Consultant will
continue to work with Links International in Hong Kong and any other programmers
to further develop the Company's soft switch.

       

      1.2 Confidentiality - 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.

       

      1.3 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-venturer 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 $1,000 per month for his services
rendered to the Company under this Agreement. The service shall be started upon
signing of this Agreement, the payment shall be paid when Company accepts and
approves the delivery of work preformed according to this Agreement on a monthly
basis until the end of 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 calls, 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 September 1st, 2008, and shall
continue in full force and effect for four (4) consecutive months to the end of
December 2008. 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 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 provisions.

       

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

       

      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.

       

       

      
 

      
        
           

        

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

       

      6.5
Waiver of Breach - The waiver by a party of a breach of any provisionof
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 Coniultant 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 torth above.

       

       

      

      

      
        
          	Apextalk
      Holdings, Inc.	 	 	Aaron
      Chan	 
	 	 	 	 	 
	
                  /s/
      Tony Lee

                	 	 	
                  /s/
      Aaron Chan

                	 
	
                  Tony
      Lee

                	 	 	
                   

                	 
	
                  Its:
      CEO

                	 	 	
                   

                	 


        

      

       

       

       

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