Employment Agreement
 
 This Employment Agreement (the “Agreement”) dated May 1, 2011 (the “Effective Date”) is between Voice Assist Inc., a Nevada public company having its principal place of business at Suite 100, 2 South Point Dr. Lake Forest, CA 92630 (the “Company”), and Andy Fox, an individual currently residing in the City of Chapel Hill, North Carolina (the “Employee”).
 
 Background
 
 The Company and Employee desire that the Company employ Employee as its Vice President, Sales and Partnerships.  Accordingly, the parties agree as follows.
 
 Agreement
 
 1.  EMPLOYMENT.  The Company hereby agrees to employ Employee and Employee hereby accepts such employment, upon the terms and conditions hereinafter set forth.
 
 2.  TERM.  For purposes of this Agreement, “Term” shall commence on the Effective Date and continue until terminated by either party in accordance with Section 5 of this Agreement.
 
 2.  COMPENSATION.  Effective April 15, 2011:
 
 a.  Salary.   The Company shall pay Employee a base salary of Eight Thousand, Five Hundred Dollars ($8,500) per month gross less taxes as required by law, payable in accordance with the Company’s normal policies but in no event less often than semi-monthly (the “Salary”).  Effective January 1 for each successive year this Agreement is in effect, compensation shall be adjusted, if at all, as determined by the CEO, in consultation with the Board of Directors of the Company.
 
 b.  Sales Commission Compensation.  The Company shall also pay to Employee Sales Commission compensation in accordance with Addendum A, Employee Sales Compensation Plan, attached hereto and made a part hereof by this reference.
 
 c.  Incentive Stock Options.
 
 Management shall recommend to the Board that the Company issue Employee a stock option grant to purchase common shares of Company associated with the modification of Employee’s original employment agreement and a monthly stock option grant to purchase common shares of Company for reduced compensation, as further set forth in the Stock Option Agreement between the parties dated the effective date as set forth below:
 
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 i.  Until the Company achieves revenue milestones in a twelve month period of $3,000,000  Management shall recommend to the Board that Employee receive a monthly grant for options to purchase shares of the common stock of the Company at $0.01.  The monthly amount of options will be based upon Employee salary level and revenue milestone..
 
 d.  Stock Option Grant.  Upon execution of this Agreement, Management shall recommend to the Board that the Company shall grant to Employee an Option to purchase shares of common stock of the Company or receive a Stock Grant.  The amount of the Grant of shares or options that has been suggested is 25,000 but is subject to Board approval and whichever method of grant that is available to the company and retains a tax neutral event for Employee.
 
 e.  Deferred Cash Compensation.  As of April 15, 2011, Employee is currently owed $7,500.00 in deferred cash compensation by the Company.  The parties agree that this deferred compensation shall be paid to Employee by the Company upon completion of an aggregate fund raising of at least $2,000,00, beginning on the Effective Date of this Agreement.  If no such fund raising occurs prior to a Change of Control (as defined in the Company’s 2010 Stock Incentive Plan) of the Company or its dissolution, then the amount of deferred compensation shall be considered an Employee payroll debt obligation of the Company.
 
 3.  EMPLOYEE BENEFITS.  The Company and Employee agree as follows.
 
 a.  General Benefits.  Employee shall be entitled to receive or participate in the Company currently medical insurance plan and such other health or welfare benefit plans as the Company may adopt in the same manner as other members of the Company’s senior management team.  Employee acknowledges that the level of awards or other participation in certain of such plans is subject to the discretion of the Company
 
 b.  Business Expenses. In performing Employee’s duties and obligations under this Agreement.  the Company shall reimburse Employee for such expenses on a monthly basis, upon submission by Employee of appropriate receipts, vouchers or other documents, all in accordance with the Company’s expense reimbursement policy.
 
 c.  Vacation.  Employee shall be entitled during each calendar year during the Term of this Agreement to a vacation of four (4) weeks (pro-rated for any partial year) during which time Employee’s compensation will be paid in full, on such dates as the Employee and President of the Company shall mutually agree.  No more than two (2) weeks of unused vacation time can be carried over to a subsequent calendar year.  Vacation accrual shall begin with the Employee’s original start date of January 1st, 2011.
 
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 4.  DUTIES/SERVICE
 
 a.  Position. Employee is employed as Vice President, Sales and Partnerships and shall perform such services and duties as are defined in Addendum B, Job Description, attached hereto, and as are normally associated with such position, subject to the direction and supervision of the President of the Company.
 
 b.  Place of Employment. The place of Employee’s employment and the performance of Employee’s duties will be at the Company’s corporate headquarters and at such location as mutually agreed upon by the Company and Employee.  Since Employee resides in Chapel Hill, Employee will be working primarily from his home office, and  Employee and Company will collaborate to mitigate travel and overhead expenses while at the same time providing full support for Employee to execute duties.
 
 c.  Extent of Services.  Employee shall at all times and to the best of his ability perform his duties and obligations under this Agreement in a reasonable manner consistent with the interests of the Company.
 
 Except as otherwise agreed by the Company and Employee in writing per Schedule C and addendums to Schedule C, it is expressly understood and agreed that Employee’s employment is full time.  Employee may not be employed by other entities or otherwise perform duties and undertakings on behalf of others or for his own interest that have an impact on his performance of his obligations under this Agreement, unless pre-approved by the Board of Directors.  [Additionally, the Company recognizes that Employee has, or may have in the future, non-passive equity positions in other companies that do not detract from Employee’s time from meeting his obligations under this Agreement.]
 
 5.  TERMINATION.  The Term of this Agreement shall end upon written notice by either party in accordance with the terms of Section 6 of this Agreement.
 
 a.  By the Company.  The Company may terminate this Agreement as follows:
 
 i.  Without Cause.  The Company may terminate this Agreement with 14 days prior written notice at any time 60 days after the Effective Date without Cause.
 
 ii.  With Cause.  The Company may terminate this Agreement at any time with Cause.
 
 iii.  As used in this Agreement, the term Cause shall mean: (A) a material breach of by Employee of his Non-Disclosure and Intellectual Property Assignment Agreement (B) a material breach of any written agreement between Employee and the Company that might be established by mutual agreement that remains uncured after written notice of breach from the Company, (C) Employee’s continued failure to comply with the Company’s written policies or rules following written notice of non-compliance by the Company, (D) Employee’s conviction of, or plea of “guilty” or “no contest” to, a felony under the laws of the United States or any state thereof, or (E) Employee’s gross negligence or willful misconduct.
 
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 b.  By Employee.
 
 i.  Without Good Reason.  Employee may terminate this Agreement at any time upon 14 days’ prior written notice to the Company.
 
 ii.  With Good Reason.  Employee may terminate this Agreement at any time for Good Reason.
 
 iii.  As used in this Agreement, the term Good Reason shall mean a reduction by the Company in your base salary or participation in benefit plans that is not part of a compensation reduction applicable to the entire executive team.  In each situation described above, Employee may terminate this Agreement for Good Reason only after notifying the Company of the specific action taken that Employee believes constitutes Good Reason, and the failure of the Company to promptly correct such action.
 
 c. Liquidity Event.  If a Liquidity Event occurs for the Company, and if Employee is terminated without Cause or terminates for Good Reason as defined above, within 90 days before such Liquidity Event, then (a) notwithstanding any other provision of Employee’s Stock Option Agreement(s) to the contrary, all unvested options held by Employee shall become immediately vested and exercisable.  In addition, if Employee is terminated without Cause or terminates for Good Reason as defined above, either (x) within 90 days before such Liquidity Event or (y) at any time following such Liquidity Event, then Employee shall receive severance compensation consisting of one half (1/2) year of Salary (in the amount of $51,000) paid in accordance with the Company’s then current payroll practices, and continuation of all health and welfare benefits for one half (1/2) year.  The term “Liquidity Event” shall mean the acquisition of the Company, whether by stock purchase, asset purchase, merger or otherwise, the result of which causes the shareholders to receive either cash or publicly-traded equity securities of a company with a market capitalization that would qualify the company for listing on either the New York Stock Exchange or the NASDAQ Stock Market.
 
 
 6.  CONFIDENTIAL INFORMATION AND INVENTION ASSIGNMENT AGREEMENT.   Employee’s employment is subject to the requirement that Employee sign, observe and agree to be bound, both during and after Employee’s employment, by the provisions of the Company’s Confidential Information and Invention Assignment Agreement, which is being executed by the parties as of the Effective Date.
 
 7.  RETURN OF THE COMPANY PROPERTY.  Employee agrees that upon any termination of his employment, Employee shall return to the Company within a reasonable time not to exceed two (2) weeks, any of the Company’s property in his possession or under his control, including but not limited to, computer/office automation equipment, records and names, addresses, and other information with regard to customers or potential customers of the Company with whom Employee has had contact or done business.
 
 8.  NOTICES.  All notices, required and demands and other communications hereunder must be in writing and shall be deemed to have been duly given when personally delivered or when placed in the United States Mail and forwarded by Registered or Certified Mail, Return Receipt Requested, postage prepaid, when forwarded via reputable overnight carrier, addressed to the party to whom such notices is being given at the following address, or by facsimile or electronic mail, with acknowledgement of receipt by the receiving party by the same means of transmission, to the addresses set forth in the preamble, subject to changes made by either party in accordance with this Paragraph 8.
 
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 9.  MISCELLANEOUS.
 
 a.           Entire Agreement.  This Agreement and the Addendums hereto contain the entire agreement of the Parties.  This Agreement may not be altered, amended or modified except in writing duly executed by both of the Parties.
 
 b.           Assignment.  Neither party, without the written consent of the other party, can assign this Agreement.  Notwithstanding the foregoing, the Company may assign this Agreement to an entity that acquires the business of the Company, whether by asset purchase, stock purchase, merger or otherwise, subject to the assumption of this Agreement by the acquiring entity.
 
 c.           Binding.  This Agreement shall be binding upon and inure to the benefit of the Parties, their personal representative, successors and assigns and in the event of any subsequent merger, consolidation, or similar transaction by the Company, all rights of Employee shall continue and remain enforceable, at Employee’s election against any said successor or assign.
 
 d.           No Waiver.  The waiver of the breach of any covenant or condition herein shall in no way operate as a continuing or permanent waiver of the same or similar covenant or condition.
 
 e.           Severability.  If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way.  The Parties hereto agree to replace any invalid provision with a valid provision which most closely approximates the intent of the invalid provision.
 
 f.           Interpretation.  This Agreement shall not be construed more strongly against any party hereto regardless of which party may have been more responsible for the preparation of Agreement.
 
 g.           Governing Law. This Agreement shall be governed by and construed under the laws of the State of California, without reference to the choice of law principles thereof.
 
 h.           Arbitration.  Any dispute or claim arising to or in any way related to this Agreement shall be settled by binding arbitration in Lake Forest, California but any dispute or controversy arising out of or interpreting this Agreement shall be settled in accordance with the laws of the State of California as if this Agreement were executed and all actions were performed hereunder within the State of California.  All arbitration shall be conducted in accordance with the rules and regulations of the American Arbitration Association ("AAA").  AAA shall designate an arbitrator from an approved list of arbitrators following both Parties' review and deletion of those arbitrators on the approved list having a conflict of interest with either party.  Each party shall pay its own expenses associated with such arbitration and except for the Company’s obligations under the Securities Exchange Act of 1934, the Parties agree to keep all such matters confidential.  A demand for arbitration shall be made within a reasonable time after the claim, dispute or other matter has arisen and in no event shall such demand be made after the date when institution of legal or equitable proceedings based on such claim, dispute or other matter in question would be barred by the applicable statutes of limitations.  The decision of the arbitrators shall be rendered within 60 days of submission of any claim or dispute, shall be in writing and mailed to all the Parties included in the arbitration.  The decision of the arbitrator shall be binding upon the Parties and judgment in accordance with that decision may be entered in any court having jurisdiction thereof.
 
 The only claims or disputes excluded from binding arbitration under this Agreement are the following. any claim by Employee for workers’ compensation benefits or for benefits under an the Company plan that provides its own arbitration procedure; and any claim by either party for equitable relief, including but not limited to, a temporary restraining order, preliminary injunction or permanent injunction against the other party.
 
 i.  Titles.  Titles to the sections of this Agreement are solely for the convenience of the Parties and shall not be used to explain, modify, simplify, or aid in the interpretation of the provisions of this Agreement.
 
 j.  Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but together which shall constitute one and the same instrument.
 
 [signature page follows]
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  Authorized representatives of the Parties have executed this Agreement as of the day and year first written above.
 
 The Company.                           VOICE ASSIST INC.,
 a Nevada corporation
 
 
 By. __/s/Michael Metcalf________________________
 (signature)
 
 Michael D. Metcalf
 Chief Executive Officer
 
 
 
 Employee.
 
 
 ___/s/Andrew Fox_______________________
 Andy Fox
 
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  ADDENDUM A
 
 EMPLOYEE SALES COMPENSATION PLAN
 
 
 
 Sales Commissions Compensation:
 
 Employee shall be compensated at a rate of 15% of Voice Assist’s Gross Revenue for all new sales Employee closes for the first twelve (12) months following contract execution.  For each account, the sales commissions shall be earned as follows:  Year 1 following date of contract execution at 100%, Year 2 following date of contract execution at 50%, Year 3 following date of contract execution at 25% and 0% thereafter.
 
 Additionally, Employee is eligible to receive a 2% management fee for sales delivered by Employee’s direct reports.  In the event of termination without cause by the company or resignation by Employee, Employee shall receive commission on sales previous closed for up to 18 months following termination (but not to exceed 36 months of payments total).  Commission shall only be paid for money actually received and booked by the Company.  Payments shall be made quarterly and shall be paid within 15 days following the public filing of financial reports for the Company for each quarter following termination through completion of obligation .  Sales commission structure and payment plans will be subject to review and modification at least annually.
 
 Voice Assist’s Gross Revenue is defined as Gross Product Revenues (Gross Sales net of Sales Taxes, Shipping, Regulatory, cost of hardware or other Fees) less Returns.
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  ADDENDUM B
 
 JOB DESCRIPTION
  SUMMARY
  
  The Vice President, Sales and Partnerships has primary responsibility for the Sales and Partnership Operations of the Company, and is accountable to the President  and is accountable to the Chief Executive Officer and the Board of Directors for the results of performance of all Sales.
  
  
 Description of Duties
 
 Responsibilities
 
 •  Drive and develop revenue for the company
 
 ·
Oversee the development, hiring, managing, and motivation of the sales organization.
 
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Develop direct and indirect sales Channels
 
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Maintain key customer relationships and develop and implement strategies for expanding the company’s customer base. .
 
 • Oversee budgets and implement strategic plans to promote sales growth
 
 • Drive the development of national, and, if appropriate, international sales strategies.
 
 • Work closely with Marketing to develop, establish, and direct channel and distribution strategies and programs.
 
 • Work closely with Marketing to develop and execute lead programs.
 
 • Manage overall sales process, set appropriate metrics for sales funnel management.
 
 • Develop pricing policies, including volume discounts and terms and conditions, for high-profile customers and channel partners.
 ·
Be a role model for the company culture
 
 
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  ADDENDUM C
 Approved Non-Voice Assist, Inc.
 Business Activity Exemptions
 
 Description of Business Activity:
 
 
 Mindzap Media
 BigThought.com
 2ThumbZ


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