Unassociated Document


    MARKETING
AGREEMENT

     

    This
MARKETING AGREEMENT
(this “Agreement”) is entered into, as of April 22, 2008, by and
between i2Telecom
International, Inc., a Washington corporation, with its principal office
at 5070 Old Ellis Point, Suite 110, Roswell, GA 30076 (“Company”) and Virenta, LLC, a Texas limited
liability company, with an address at PO BOX 92338, Southlake, Texas 76092
(“Virenta”).

     

    RECITALS:

     

    WHEREAS,
Virenta, by and through its officers, employees, agents, representatives and
affiliates, has expertise in the areas of marketing, product strategy and other
matters relating to the business of the Company; and

     

    WHEREAS,
the Company desires to utilize the expertise of Virenta.

     

    AGREEMENT:

     

    NOW,
THEREFORE, in consideration of the foregoing recitals and the covenants and
conditions herein set forth, the parties hereto agree as follows:

     

    
      	
              1.  

            	
              Definitions.

            


    

     

    
      	
              1.1.  

            	
              The
      terms defined in this Section shall have the meanings set forth below
      whenever they appear in this Agreement, unless the context in which they
      are used clearly requires a different meaning, or a different definition
      is described for a particular Section or
  provision.

            


    

     

    
      	
              1.1.1.  

            	
              “Subscriber
      Override” means (a) fifteen percent (15%) of the revenue the Company
      receives from each subscriber of the Company when the subscriber
      subscribes to the Company’s services through a Direct Channel; or (b)
      thirty percent (30%) of the Net Margin the Company earns from each
      subscriber of the Company when the subscriber subscribes to the Company’s
      services through an Indirect
Channel.

            


    

     

    
      	
              1.1.2.  

            	
              “Bounty”
      means a one-time payment of Ten Dollars ($10.00) for each new subscriber
      who subscribes to the Company’s services through one of Virenta’s
      marketing programs or through one of the Strategic Partners introduced to
      the Company by Virenta; provided, however, that the new subscriber remains
      a customer of the Company for at least 90 days and has a monthly average
      revenue of at least $15.00 per month for those 90
  days.

            


    

     

    
      	
              1.1.3.  

            	
              “Profit
      Participation” means fifty percent (50%) of the profits received by the
      Company from each new subscriber of the Company when the new subscriber
      subscribes to the Company’s services through one of Virenta’s marketing
      programs or through one of the Strategic Partners introduced to the
      Company by Virenta when the Company’s Net Profit after all costs and
      commissions is in excess of twenty-five
(25%).

            


    

     

    
      
        
          
            	
                    Agreement
      – Page  1 of 9

                  	
                    Company:_____;
      Virenta:______    

                  


          

        

      

      
         

        
          

        

      

      
         

      

       

    

    
      	
              1.1.4.  

            	
              “Net
      Margin” means gross revenue received less (a) cost of goods sold and (b)
      $1.00 per month per user to the Company for general and administrative
      expenses.

            


    

     

    
      	
              1.1.5.  

            	
              “Cash
      Flow Positive” means earnings before interest, taxes depreciation and
      amortization for a fiscal year-end
quarter.

            


    

     

    
      	
              1.1.6.  

            	
              “Strategic
      Partner(s)” means an individual, entity or organization with which the
      Company enters into a contractual agreement for the individual, entity or
      organization to provide the Company’s
services.

            


    

     

    
      	
              1.1.7.  

            	
              “Direct
      Channel” means a subscriber who subscribes to the Company’s services
      without a channel relationship between the subscriber and the
      Company.

            


    

     

    
      	
              1.1.8.  

            	
              “Indirect
      Channel” means a subscriber who subscribes to the Company’s services
      through and with a channel partner of the Company between the subscriber
      and the Company.

            


    

     

    
      	
              2.  

            	
              Services.

            


    

     

    
      	
              2.1.  

            	
              Company
      agrees to hire Virenta and Virenta agrees to provide services to Company
      in the areas of marketing, product strategy and other matters relating to
      the business of the Company (the
“Services”).

            


    

     

    
      	
              3.  

            	
              Online
      Marketing.

            


    

     

    
      	
              3.1.  

            	
              Virenta
      is granted the right to market the Company’s services through web-based
      online affiliate registration programs and other similar web-based
      programs. Virenta will be given such other rights necessary to protect the
      implementation of Virenta’s online marketing
  programs.

            


    

     

    
      	
              3.1.1.  

            	
              Incentive
      payments to third parties associated with Virenta’s affiliate registration
      and online marketing programs will be paid by the Company. The Company
      must approve all incentive payments prior to the implementation of the
      programs by Virenta.

            


    

     

    
      	
              3.1.2.  

            	
              The
      Company agrees to make trial periods and discounts available to potential
      customers solicited by Virenta. The Company must approve all trial periods
      and discounts offered by Virenta prior to the implementation of the
      programs by Virenta.

            


    

     

    
      	
              4.  

            	
              Wholesale
      Minutes.

            


    

     

    
      	
              4.1.  

            	
              Virenta
      will be allowed to sell airtime minutes on a wholesale basis. The parties
      recognize that the selling of wholesale minutes will not commence until
      appropriate processes and technologies are implemented by the Company and
      such processes and technologies are not currently in place. The parties
      further agree that they will work in good faith to implement such
      processes and technologies as their resources
  allow.

            


    

     

    
      
         

      

      
        
          	
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                  Company:_____;
      Virenta:______    

                


        

        
          

        

      

      
         

      

       

    

    
      	
              5.  

            	
              Cash
      Compensation.

            


    

     

    
      	
              5.1.  

            	
              The
      Company will pay Virenta $22,916.00 monthly (the “Monthly Payment”).
      Twenty-five percent (25%) of the Monthly Payment will be deferred until
      the Company becomes Cash Flow Positive or other mutually agreed-upon
      financial objectives are met at which time the deferred amount will be
      paid in full. As the Subscriber Revenue (defined later herein) increases,
      the Monthly Payment will be offset and decrease so that the combination of
      the Monthly Payment and the Subscriber Revenue equals at least $22,916.00
      per month. When the Subscriber Revenue exceeds $22,916.00 in any given
      month no Monthly Payment will be made or owed in that given month. The
      Monthly Payment will be paid on or before the 10th day of the month
      following the month in which the Monthly Payment was
    earned.

            


    

     

    
      	
              5.2.  

            	
              The
      Company will pay Virenta a Bounty on a monthly
  basis.

            


    

     

    
      	
              5.3.  

            	
              The
      Company will pay Virenta a Subscriber Override on a monthly
      basis.

            


    

     

    
      	
              5.3.1.  

            	
              If
      this Agreement is terminated the Subscriber Override will be paid as
      follows.

            


    

     

    
      	
              5.3.1.1.  

            	
              For
      the first twelve months after the Agreement is terminated, the Subscriber
      Override will be one-hundred percent 100% of what the Virenta would
      normally be entitled to receive had the Agreement not been
      terminated.

            


    

     

    
      	
              5.3.1.2.  

            	
              For
      the second twelve months after the Agreement is terminated, the Subscriber
      Override will be seventy-five percent (75%) of what the Virenta would
      normally be entitled to receive had the Agreement not been
      terminated.

            


    

     

    
      	
              5.3.1.3.  

            	
              For
      the third twelve months after the Agreement is terminated, the Subscriber
      Override will be fifty percent (50%) of what the Virenta would normally be
      entitled to receive had the Agreement not been
  terminated.

            


    

     

    
      	
              5.3.1.4.  

            	
              After
      thirty-six months after the Agreement is terminated the Subscriber
      Override will end and no further Subscriber Override will be owed to
      Virenta.

            


    

     

    
      	
              5.4.  

            	
              The
      Company will pay Virenta a Profit Participation on a quarterly
      basis.

            


    

     

    
      	
              5.4.1.  

            	
              If
      this Agreement is terminated the Profit Participation will be paid as
      follows:

            


    

     

    
      
         

      

      
        
          	
                  Agreement
      – Page  3 of 9

                	
                  Company:_____;
      Virenta:______    

                


        

        
          

        

      

      
         

      

       

    

    
      	
              5.4.1.1.  

            	
              For
      the first twelve months after the Agreement is terminated, the Profit
      Participation will be one-hundred percent 100% of what the Virenta would
      normally he entitled to receive had the Agreement not been
      terminated.

            


    

     

    
      	
              5.4.1.2.  

            	
              For
      the second twelve months after the Agreement is terminated, the Profit
      Participation will be seventy-five percent (75%) of what the Virenta would
      normally be entitled to receive had the Agreement not been
      terminated.

            


    

     

    
      	
              5.4.1.3.  

            	
              For
      the third twelve months after the Agreement is terminated, the Profit
      Participation will be fifty percent (50%) of what the Virenta would
      normally be entitled to receive had the Agreement not been
      terminated.

            


    

     

    
      	
              5.4.1.4.  

            	
              After
      thirty-six months after the Agreement is terminated the Profit
      Participation will end and no further Profit Participation will be owed to
      Virenta.

            


    

     

    
      	
              5.5.  

            	
              The
      parties agree that if an opportunity to market the Company’s services is
      presented but the Company’s costs and Virenta’s compensation in this
      section 5 make the opportunity economically unfeasible, the parties will
      review the compensation in this section 5 and the Company’s costs to
      determine if adjustments would make the opportunity feasible. If the
      parties agree to adjustments, such adjustments must be reduced to writing
      and signed by both parties before they are
  effective.

            


    

     

    
      	
              5.6.  

            	
              The
      Bounty and the Profit Participation will be applicable to only the
      accounts generated from the programs and Strategic Partners listed on
      Exhibit “A” attached hereto and incorporated herein. Exhibit “A” will be
      revised from time to time as new programs and relationships with Strategic
      Partners are begun. Revisions to Exhibit A will be made according to the
      following procedure.

            


    

     

    
      	
              5.6.1.  

            	
              The
      initial Exhibit A will be dated and signed by both
  parties.

            


    

     

    
      	
              5.6.2.  

            	
              Virenta
      will add accounts and Strategic Partners (the “Added Accounts”) to Exhibit
      A as such Added Accounts become known to Virenta (the “Revised Exhibit
      A”).

            


    

     

    
      	
              5.6.3.  

            	
              Virenta
      will forward the Revised Exhibit A to the Company to the attention of Paul
      Arena and/or will email the Revised Exhibit A to Paul Arena at parena@i2Telecom.com.

            


    

     

    
      	
              5.6.4.  

            	
              The
      Added Accounts will be accepted and the Revised Exhibit A will be
      considered a part of this Agreement unless within 10 business days of
      receipt of the Revised Exhibit A the Company delivers to Virenta written
      notice containing Company’s reasons for disputing the addition of the
      Added Accounts.

            


    

     

    
      
         

      

      
        
          	
                  Agreement
      – Page  4 of 9

                	
                  Company:_____;
      Virenta:______    

                


        

        
          

        

      

      
         

      

       

    

    
      	
              5.6.5.  

            	
              If
      the Company objects to the Revised Exhibit A and the Company has a prior
      relationship with the disputed Added Accounts, the Added Accounts will not
      become a part of this Agreement.

            


    

     

    
      	
              6.  

            	
              Stock
      Warrants.

            


    

     

    
      	
              6.1.  

            	
              Virenta
      will be issued warrants to purchase two million (2,000,000) shares of
      Company common stock exercisable at $0.10 each (“Shares”) with a three
      year exercise period, (the
“Warrants”).

            


    

     

    
      	
              6.1.1.  

            	
              Seven-hundred
      and fifty thousand (750,000) Warrants will be issued and vested on a
      time-based schedule as follows: (a) two-hundred and fifty thousand
      (250,000) Warrants will vest on the first six-month anniversary of the
      signing of this Agreement; (b) two-hundred and fifty thousand (250,000)
      Warrants will vest on the second six-month anniversary of the signing of
      this Agreement; and (c) two-hundred and fifty thousand (250,000) Warrants
      will vest on the third six-month anniversary of the signing of this
      Agreement.

            


    

     

    
      	
              6.1.2.  

            	
              Seven-hundred
      and fifty thousand (750,000) Warrants will vest on a performance-based
      schedule as follows: (a) two-hundred and fifty thousand (250,000) Warrants
      will vest after the first $5,000,000 of profitable Company revenue
      generated by Virenta, (b) two-hundred and fifty thousand (250,000)
      Warrants will vest after the second $5,000,000 of profitable Company
      revenue generated by Virenta; and (c) two-hundred and fifty thousand
      (250,000) Warrants will vest after the third $5,000,000 of profitable
      Company revenue generated by
Virenta.

            


    

     

    
      	
              6.1.2.1.  

            	
              The
      term “profitable Company revenue” means a minimum of 20% Net
      Profit.

            


    

     

    
      	
              6.1.3.  

            	
              Five-hundred
      thousand (500,000) Warrants will vest on a Strategic Partners-based
      schedule as follows; (a) one-hundred twenty-five thousand (125,000)
      Warrants will vest upon the signing of an initial agreement with a
      Strategic Partner; (b) one-hundred twenty-five thousand (125,000) Warrants
      will vest upon the signing of a second agreement with a Strategic Partner;
      (c) one-hundred twenty-five thousand (125,000) Warrants will vest upon the
      signing of a third agreement with a Strategic Partner; and (d) one-hundred
      twenty-five thousand (125,000) Warrants will vest upon the signing of a
      fourth agreement with a Strategic
Partner.

            


    

     

    
      	
              6.1.3.1.  

            	
              In
      order to qualify as a Strategic Partner for purposes of paragraph 6.1.3
      the organizations or entities must have annual revenue of at least
      $100,000,000.

            


    

     

    
      	
              6.1.4.  

            	
              In
      the event of a Change in Control seventy-five (75%) of the Warrants
      addressed in paragraph 6.1 shall automatically become immediately vested.
      Additionally, Virenta will be issued additional Warrants in an amount
      equal to 30% of the unexercised Warrants (the “Additional Warrants”). The
      Additional Warrants will vest on the same schedule as the remaining 25% of
      the Warrants addressed in paragraph 6.1. et.
  seq.

            


    

     

    
      
         

      

      
        
          	
                  Agreement
      – Page  5 of 9

                	
                  Company:_____;
      Virenta:______    

                


        

        
          

        

      

      
         

      

       

    

    
      	
              6.1.4.1.  

            	
              The
      term “Change in Control” means: (i) a sale or transfer of substantially
      all of the issues of the Company in any transaction or series of related
      transactions (other than sales in the ordinary course of business); (ii)
      any merger, consolidation or reorganization to which the Company is a
      party, except for merger, consolidation or reorganization in which the
      Company is the surviving corporation and, after giving effect to such
      merger, consolidation or reorganization, the holders of the Company’s
      outstanding Common Stock (on a fully-diluted basis) immediately prior to
      the merger, consolidations or reorganization, capital stock holding a
      majority of the voting power of the Company; (iii) any sale or series of
      sales of shares of the Company’s capital stock by the holders thereof
      which results in any person or group of affiliated persons owning capital
      stock holding a majority of the voting power of the Company; (iv) any
      circumstance by which the persons who constitute the Company’s Board of
      Directors as of the date hereof cease for any reason to constitute a
      majority of the directors of the Company; or (v) any sale by the Company
      of all or substantially all of its
assets.

            


    

     

    
      	
              7.  

            	
              Intellectual
      Property.

            


    

     

    
      	
              7.1.  

            	
              It
      is anticipated that Virenta will advise the Company regarding certain
      ideas and processes that may he patentable (the “Virenta Patent
      Contribution”). To the extent Virenta makes such a contribution, the
      parties recognize that the Company will own such patent
      rights.

            


    

     

    
      	
              7.2.  

            	
              The
      Company agrees that in the event the Virenta Patent Contribution leads to
      valuable intellectual property for the Company, the Company will award a
      cash or stock bonus to Virenta and pay an ongoing royalty to Virenta. The
      amount of the bonus and royalty will be determined in good faith by the
      Company.

            


    

     

    
      	
              8.  

            	
              Expenses.

            


    

     

    
      	
              8.1.  

            	
              The
      Company agrees to pay for all actual reasonable and necessary expenses of
      Virenta that are directly related to the Services (the “Expenses.”)
      Expenses greater than $5000.00 in any month must he pre-approved by the
      Company. Expenses properly submitted by the end of the month will be paid
      on or before the 15th
      day of the following month.

            


    

     

    
      
         

      

      
        
          	
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                  Company:_____;
      Virenta:______    

                


        

        
          

        

      

      
         

      

       

    

    
      	
              9.  

            	
              Term and
      Termination.

            


    

     

    
      	
              9.1.  

            	
              The
      initial term of this Agreement shall be for six (6) months (the “Initial
      Term”) and this Agreement shall not be cancelled by either party during
      the Initial Term. After the Initial Term, the Agreement shall
      automatically renew for a period of one year (the “Successive Term”)
      unless prior to expiration of the Initial Term, forty-five (45) day
      written notice is given by either party to terminate the
      Agreement.

            


    

     

    
      	
              9.2.  

            	
              After
      the beginning of the Successive Term, the Agreement can he terminated by
      either party by giving forty-five (45) day written notice to the other
      party.

            


    

     

    
      	
              10.  

            	
              Taxes.

            


    

     

    
      	
              10.1.  

            	
              Virenta
      shall be responsible for all taxes arising from compensation and other
      amounts paid under this Agreement, and shall he responsible for all
      payroll taxes and fringe benefits of Virenta employees. Neither federal,
      nor state, nor local income tax, nor payroll tax of any kind, shall be
      withheld or paid by the Company on behalf of Virenta or its employees.
      Virenta understands that it is responsible to pay, according to law,
      Virenta’s taxes.

            


    

     

    
      	
              11.  

            	
              Benefits.

            


    

     

    
      	
               
      11.1.  

            	
              Virenta
      and Virenta’s employees will not be eligible for, and shall not
      participate in, any employee pension, health, welfare, or other fringe
      benefit plan, of the Company. No workers’ compensation insurance shall he
      obtained by Company covering Virenta or Virenta’s
    employees.

            


    

     

    
      	
              12.  

            	
              Confidentiality.

            


    

     

    
      	
              12.1.  

            	
              In
      performing consulting services under this Agreement, Virenta will be
      exposed to and will be required to use certain Confidential Information
      (as hereinafter defined) of the Company. Virenta agrees that Virenta will
      not and Virenta’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
      President of the Company, either during or after the term of this
      Agreement, for as long as such information retains the characteristics of
      Confidential Information.

            


    

     

    
      	
              12.2.  

            	
              Confidential
      Information shall be defined as any non-public information of either party
      or its affiliates, including, without limitation, any information
      concerning, derived from or in any way relating to the business,
      operations or financial condition of either party, marketing plans,
      business strategies, business plans, financial information, forecasts,
      personnel information, corporate structure, shareholder information,
      existing or potential acquisition targets, computer software, trade
      secrets and all other information which, if known, would be of advantage
      to others competing with, or that may compete with, either party or would
      he of disadvantage to either party, whether or not subject to patent,
      trademark, trade secret, copyright or other statutory protection (the
      “Confidential Information”).

            


    

     

    
      
         

      

      
        
          	
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                  Company:_____;
      Virenta:______    

                


        

        
          

        

      

      
         

      

       

    

    
      	
              13.  

            	
              Conflict of
      Interest.

            


    

     

    
      	
              13.1.  

            	
              Virenta
      covenants and agrees not to consult or provide any services in any manner
      or capacity to a direct competitor of the Company during the duration of
      this Agreement unless express written authorization to do so is given by
      the Company’s Chief Executive
Officer.

            


    

     

    
      	
              14.  

            	
              Non-Solicitation.

            


    

     

    
      	
              14.1.  

            	
              Virenta
      covenants and agrees that during the term of this Agreement, Virenta will
      not, directly or indirectly, through an existing corporation,
      unincorporated business, affiliated party, successor employer, or
      otherwise, solicit, hire for employment or work with, on a part-time,
      consulting, advising or any other basis, other than on behalf of the
      Company any employee or independent contractor employed by the Company
      while Virenta is performing services for the
  Company.

            


    

     

    
      	
              15.  

            	
              This
      Agreement shall be construed, interpreted, and applied in accordance with
      the laws of the State of Georgia. This Agreement is the complete and
      exclusive statement regarding the subject matter of this Agreement and
      supersedes all prior agreements, understandings and communications, oral
      or written, between the parties regarding the subject matter of this
      Agreement. This Agreement is internationally binding and any breach of
      contract shall be applied in accordance with the laws of the United States
      of America.

            


    

     

    
      	
              16.  

            	
              Revisions
      or amendments to this Agreement shall only he valid if made in writing,
      duly signed by each of the parties.

            


    

     

    
      	
              17.  

            	
              Disputes
      in connection with the Agreement shall be finally settled by arbitration
      under the rules of the American Arbitration Association (the “AAA”). The
      arbitration proceedings shall take place in Atlanta, Georgia. The parties
      shall share equally in the expenses of the
AAA.

            


    

     

    
      	
              18.  

            	
              If
      any provision of this Agreement is found to be invalid or unenforceable,
      then the remainder of this Agreement will have full force and effect, and
      the invalid provision will be modified, or partially enforced, to the
      maximum extent permitted to effectuate the original
    objective.

            


    

     

    
      	
              19.  

            	
              Failure
      by either party to enforce any term of this Agreement will not be deemed a
      waiver of future enforcement of that or any other term in this Agreement
      or any other agreement that may be in place between the
      parties.

            


    

     

    
      	
              20.  

            	
              This
      Agreement may be executed in counterparts, each of which will he deemed an
      original, and all of which together constitute one and the same
      instrument. Each party will execute and promptly deliver to the other
      parties a copy of this Agreement hearing the original
      signature.

            


    

     

    
      
         

      

      
        
          	
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                  Company:_____;
      Virenta:______    

                


        

        
          

        

      

      
         

      

       

    

    
      	
              21.  

            	
              The
      Parties acknowledge and agree that damages alone would be insufficient to
      compensate one another for a breach of this Agreement and that irreparable
      harm would result from a breach of this Agreement. The parties hereby
      consent to the entering of an order for injunctive relief to prevent a
      breach or further breach, and the entering of an order for specific
      performance to compel performance of any obligations under this
      Agreement.

            


    

     

    
      	
              22.  

            	
              All
      notices given hereunder will he given in writing (in English or with an
      English translation), will refer to Virenta and to this Agreement and will
      be delivered to the address set forth below by (i) personal delivery, (ii)
      delivery postage prepaid by an internationally-recognized express courier
      service:

            


    

     

    
      	
              22.1.  

            	
              If
      to Company: Mr. Paul R. Arena, Chief Executive Officer, i2 Telecom
      International, 5070 Old Ellis Point, Suite 110, Roswell, GA
      30076

            


    

     

    
      	
              22.2.  

            	
              If
      to Virenta: Mr. Chris R. Miltenberger, Virenta, LLC, PO BOX 92338,
      Southlake, Texas 76092

            


    

     

    
      	
              22.3.  

            	
              Notices
      are deemed given on (a) the date of receipt if delivered personally or by
      express courier or (b) if delivery is refused, the date of refusal. Notice
      given in any other manner will be deemed to have been given only if and
      when received at the address of the person to be notified. Either party
      may from time to time change its address for notices under this Agreement
      by giving the other party written notice of such change in accordance with
      this paragraph.

            


    

     

    IN
WITNESS WHEREOF, the parties have executed this Agreement as of April 22,
2008.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          
                                                            	
                                                                    i2
      Telecom International, Inc.

                                                                  	 	
                                                                    Virenta,
      LLC

                                                                  	 
	 	 	 	 
	By:        /s/ Paul R.
      Arena                 
      	 	By:       /s/ Andrew L.
      Berman                 
      	 
	 	 	 	 
	Name: 
      Paul R. Arena	 	Name: 
      Andrew L. Berman	 
	 	 	 	 
	Title:  
      Chief Executive Officer	 	Title:   
      Member	 
	 	 	 	 
	      
                                                                    Date:       April 22,
      2008               

                                                                  	 	      
                                                                    Date:    4/22/08                                             
      

                                                                  	 


                                                          

                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
         

      

      
        
          	
                  Agreement
      – Page  9 of 9

                	
                  Company:_____;
      Virenta:______