Exhibit 10.4


    EXHIBIT
      10.4

    


    EMPLOYMENT
      AGREEMENT

    


    This
      Employment Agreement (the “Employment Agreement” or “Agreement”), dated this 10
      day of May, 2007 (“Effective Date”), between Secure
      Voice Communications, Inc.,
      a Texas
      corporation (the “Company”), and Carl Chase (the “Executive”) an
      individual.

    


    WHEREAS,
      the
      Company desires to engage the service of the Executive; and

    


    WHEREAS,
      the
      Executive is willing to enter into an agreement with the Company upon the terms
      and conditions herein set forth.

    


    NOW,
      THEREFORE,
      in
      consideration of the premises and covenants herein contained, the parties hereto
      agree as follows:

    


    
      	
              1.

            	
              Term
                of Agreement; Termination of Prior Agreement.
                Subject to the terms and conditions hereof, the term of employment
                of the
                Executive under this Employment Agreement shall be for the period
                commencing on May 10, 2007 (the “Commencement Date”) and terminating on
                May 09, 2010, unless sooner terminated as provided in accordance
                with the
                provisions of Section 5 hereof. (Such term of this agreement is herein
                sometimes called the “Retained Term”).


            


    

    


    
      	
              2.

            	
              Employment.
                As of the Commencement Date, the Company hereby agrees to employ
                the
                Executive as Chief Financial Officer
                of
                the Company with such duties as assigned from time to time by the
                Company,
                and the Executive hereby accepts such employment and agrees to perform
                his
                duties and responsibilities hereunder in accordance with the terms
                and
                conditions hereinafter set forth.

            


    

    


    3. Duties
      and Responsibilities.

    


    
      	
              (a)

            	
              Duties.
                Executive shall perform such duties as are usually performed by a
                Chief
                Financial Officer
                with such duties as assigned from time to time by the Company
                of
                a business similar in size and scope as the Company and such other
                reasonable additional duties as may be prescribed from time-to-time
                by the
                Company’s President and Chief Executive Officer which are reasonable and
                consistent with the Company’s operations, taking into account Executive’s
                expertise and job responsibilities. This agreement shall survive
                any job
                title or responsibility change. All actions of Executive shall be
                subject
                and subordinate to the review and approval of the President and Chief
                Executive Officer and the board of directors. The President and Chief
                Executive Officer of the Company shall be the final and exclusive
                arbiter
                of all policy decisions relative to the Company’s business (including
                their subsidiaries).

            


    

    


    
      	
              (b)

            	
              Devotion
                of Time.
                During the term of this agreement, Executive agrees to devote the
                necessary time to the business and affairs of the Company (including
                their
                subsidiaries) to the extent necessary to discharge the responsibilities
                assigned to Executive and to use reasonable best efforts to perform
                faithfully and efficiently such responsibilities. During the term
                of this
                Agreement it shall not be a violation of this Agreement for Executive
                to
                manage personal investments or companies in which personal investments
                are
                made so long as such activities do not interfere with the performance
                of
                Executive’s responsibilities with the Company and which companies are not
                in direct competition with the
                Company.

            


    

    


    4. Compensation
      and Benefits During the Employment Term.

    


    (a) Salary.
      Executive
      will be
      compensated by the Company at a monthly base salary of $ 5000.00, from which
      shall be deducted income tax withholdings, social security, and other customary
      Executive deductions in conformity with the Company’s payroll policy in
      effect.

    


    (b) Stock
      Bonus.
      Executive will receive a sign on stock bonus of 1,600,000 shares of the
      Company’s common restricted stock which will be deemed earned as of the date
      hereof.
      

     

    (c) Lock-Up,
      Leak-Out Agreement.
      As
      additional consideration for entering into this Agreement, Executive agrees
      to
      restrict the amount of shares of Company common stock that he can sell,
      including shares previously acquired in the open market, through private
      transactions, through previous employment agreements, as well as shares acquired
      pursuant to this Agreement, by concurrently entering into the lock-up, leak-out
      agreement attached hereto as Exhibit
      A.

    


    5.
       Termination.
      

    


    
      	(a)  	
              Executive's
                employment under the Agreement may be terminated under any of the
                following circumstances:

            


    

    


    (i)
       Immediately
      by the Company, upon 14 days written notice.

    


    (ii)
       By
      the
      Executive at any time, upon 14 days written notice.

    


    
      	(b)  	
              Effects
                of Termination.
                In the event that the Agreement is terminated pursuant to
                Section 5(a) or upon expiration of the term of the Agreement, neither
                the Executive nor the Company shall have any further obligations
                hereunder
                except for (a) obligations occurring prior to the date of
                termination, and (b) obligations, promises or covenants contained
                herein which are expressly made to extend beyond the term of the
                Agreement.

            


    

    


    
      	
              6.
                

            	
              Revealing
                of Trade Secrets, etc.
                Executive acknowledges the interest of the Company in maintaining
                the
                confidentiality of information related to its business and shall
                not at
                any time during the Employment Term or thereafter, directly or indirectly,
                reveal or cause to be revealed to any person or entity the supplier
                lists,
                customer lists or other confidential business information of the
                Company;
                provided, however, that the parties acknowledge that it is not the
                intention of this paragraph to include within its subject matter
                (a)
                information not proprietary to the Company, (b) information which
                is then
                in the public domain through no fault of Executive, or (c) information
                required to be disclosed by law.

            


    

    


    
      	
              7.

            	
              Arbitration.
                If a dispute should arise regarding this Agreement, all claims, disputes,
                controversies, differences or other matters in question arising out
                of
                this relationship shall be settled finally, completely and conclusively
                by
                arbitration of a single arbitrator, which is mutually agreed upon,
                in
                Houston, Texas, in accordance with the Commercial Arbitration Rules
                of the
                American Arbitration Association (the "Rules"). Arbitration shall
                be
                initiated by written demand. This Agreement to arbitrate shall be
                specifically enforceable only in the District Court of Harris County,
                Texas. A decision of the arbitrator shall be final, conclusive and
                binding
                on the Company and the Executive, and judgment may be entered in
                the
                District Court of Harris County, Texas, for enforcement and other
                benefits. On appointment, the arbitrator shall then proceed to decide
                the
                arbitration subjects in accordance with the Rules. Any arbitration
                held in
                accordance with this paragraph shall be private and confidential.
                The
                matters submitted for arbitration, the hearings and proceedings and
                the
                arbitration award shall be kept and maintained in strictest confidence
                by
                Executive and the Company and shall not be discussed, disclosed or
                communicated to any persons. On request of any party, the record
                of the
                proceeding shall be sealed and may not be disclosed except insofar,
                and
                only insofar, as may be necessary to enforce the award of the arbitrator
                and any judgment enforcing an award. The prevailing party shall be
                entitled to recover reasonable and necessary attorneys' fees and
                costs
                from the non-prevailing party.

            


    

    


    
      	
              8.

            	
              Survival.
                In the event that this Agreement shall be terminated, then notwithstanding
                such termination, the obligations of Executive pursuant to Section
                6 of
                this Agreement shall survive such termination.


            


    

    


    
      	
              9.

            	
              Contents
                of Agreement, Parties in Interest, Assignment, etc.
                This Agreement sets forth the entire understanding of the parties
                hereto
                with respect to the subject matter hereof. All of the terms and provisions
                of this Agreement shall be binding upon and inure to the benefit
                of and be
                enforceable by the respective heirs, representatives, successors
                and
                assigns of the parties hereto, except that the duties and responsibilities
                of Executive hereunder which are of a personal nature shall neither
                be
                assigned nor transferred in whole or in part by Executive. This Agreement
                nor any terms of their compensation can be amended except by a written
                instrument duly executed by the parties and approved by the majority
                shareholder or of the company’s successor if acquired.
                

            


    

    


    
      	
              10.

            	
              Severability;
                Construction.
                If any term or provision of this Agreement shall be held to be invalid
                or
                unenforceable for any reason, such term or provision shall be ineffective
                to the extent of such invalidity or unenforceability without invalidating
                the remaining terms and provisions hereof, and this Agreement shall
                be
                construed as if such invalid or unenforceable term or provision had
                not
                been contained herein. The parties have participated jointly in the
                negotiation and drafting of this Agreement. In the event an ambiguity
                or
                question of intent or interpretation arises, this Agreement shall
                be
                construed as if drafted jointly by the parties and no presumption
                or
                burden of proof shall arise favoring or disfavoring any party by
                virtue of
                the authorship of any of the provisions of this
                Agreement.

            


    

    


    
      	
              11.

            	
              Notices.
                Any notice, request, instruction or other document to be given hereunder
                by any party to the other party shall be in writing and shall be
                deemed to
                have been duly given when delivered personally; or five (5) days
                after
                dispatch by registered or certified mail, postage prepaid, return
                receipt
                requested; or one (1) day after dispatch by overnight courier service;
                in
                each case, to the party to whom the same is so given or
                made:

            


    

    


    If
      to the Company addressed to:

     

    Secure
      Voice Communications, Inc.

     

     

    Attn:
      ____________________________

    


    If
      to Executive addressed to:

    


    Carl
      A. Chase    

    19311
      Puget Lane   

    Spring,
      Texas 77388   

    Attn:
      ____________________________

    


    or
      to
      such other address as the one party shall specify to the other party in
      writing.

    


    
      	
              12.

            	
              Counterparts
                and Headings.
                This Agreement may be executed in one or more counterparts, each
                of which
                shall be deemed an original and all which together shall constitute
                one
                and the same instrument. All headings are inserted for convenience
                of
                reference only and shall not affect the meaning or interpretation
                of this
                Agreement.

            


    

    


    
      	
              13.

            	
              Governing
                Law; Venue.
                This Agreement shall be construed and enforced in accordance with,
                the
                laws of the State of Texas, without regard to the conflict of laws
                provisions thereof. Venue of any dispute concerning this Agreement
                shall
                be exclusively in Harris County,
                Texas.

            


    

    


    14. Waiver. 
      The
      failure of either party to enforce any provision of this Agreement shall not
      be
      construed as a waiver or limitation of that party’s right to subsequently
      enforce and compel strict compliance with every provision of this
      Agreement.

    


    IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
      executed and delivered as of the day and year first above written.

    


    


    COMPANY:      EXECUTIVE:

    


    Secure
      Voice Communications, Inc.    __________________________

    


    


    By: /s/
      J.
      Leonard Ivins    By: /s/
      Carl A. Chase

    ___CEO_______________    
      _Carl
      A. Chase___________ 

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
      A

    


    LOCK-UP/LEAK-OUT
      AGREEMENT

    


    


    THIS
      LOCK-UP/LEAK-OUT AGREEMENT
      (the
“Agreement”) is made and entered into as of the date set forth on the signature
      page below, between Secure
      Voice Communications, Inc.,
      a Texas
      corporation (the “Company”), and Carl Chase (“Holder”).

    


    WHEREAS,
      the
      Holder has received 1,600,000 shares of Secure Voice Communications, Inc. common
      stock (“Secure Voice Communications, Inc. Common Stock”) pursuant to an
      Employment Agreement
      dated May 10, 2007 (“Subscription Agreement”); and

    


    WHEREAS,
      the
      Holder has agreed to enter into this Agreement and to restrict the sale,
      assignment, transfer, conveyance, or hypothecation of the Secure Voice
      Communications Common Stock, all on the terms set forth below.

    


    NOW,
      THEREFORE,
      for
      consideration of one dollar ($1.00) and in consideration of the foregoing
      premises and the mutual covenants contained herein, the receipt and sufficiency
      of which are hereby acknowledged, the parties hereto agree as
      follows:

    


    
      	1.  	
              Commencing
                eighteen months from the closing date of the acquisition of the Company
                common stock the Holder may sell, pledge, hypothecate, transfer,
                assign or
                in any other manner dispose
                of up to a maximum number of 5,000 shares of Secure Voice Communications
                Common Stock per day up to a maximum of 3% of Holders’ Secure Voice
                Communications Common Stock per 30-day period and does not exceed
                7% of
                Holders’ Secure Voice Communication Common Stock per 90-day period for
                thirty-six (36) months from the date hereof. Subsequent to the thirty-sir
                (36) month holding period, the Holder may sell a maximum of 1% of
                the
                issued and outstanding shares per quarter subject to the restrictions
                of
                the SEC rule 144.

            


    

    


    
      	2.  	
              The
                Holder agrees that it will not engage in any short selling of Secure
                Voice
                Communications Common Stock during the term of this
                Agreement.

            


    

    


    
      	3.  	
              Except
                as otherwise provided in this Agreement or any other agreements between
                the parties, the Holder shall be entitled to their respective beneficial
                rights of ownership of Secure Voice Communications Common Stock,
                including
                the right to vote the Secure Voice Communication’s Common Stock for any
                and all purposes.

            


    

    


    
      	4.  	
              The
                Secure Voice Communications Common Stock restrictions covered by
                this
                Agreement shall be appropriately adjusted should Secure Voice
                Communications undergo a forward split or a reverse split or otherwise
                reclassify its shares of Secure Voice Communications Common
                Stock.

            


    

    


    
      	5.  	
              The
                resale restrictions on the Secure Voice Communications Common Stock
                set
                forth in this Agreement shall be in addition to all other restrictions
                on
                transfer imposed by applicable United States and state securities
                laws,
                rules and regulations.

            


    

    


    
      	6.  	
              Secure
                Voice Communications or each Holder who fails to fully adhere to
                the terms
                and conditions of this Agreement shall be liable to every other party
                for
                any damages suffered by any party by reason of any such breach of
                the
                terms and conditions hereof. Each Holder agrees that in the event
                of a
                breach of any of the terms and conditions of this Agreement by any
                such
                Holder, that in addition to all other remedies that may be available
                in
                law or in equity to the non-defaulting parties, a preliminary and
                permanent injunction and an order of a court requiring such defaulting
                Holder to cease and desist from violating the terms and conditions
                of this
                Agreement and specifically requiring such Holder to perform his/her/its
                obligations hereunder is fair and reasonable by reason of the inability
                of
                the parties to this Agreement to presently determine the type, extent
                or
                amount of damages that Secure Voice Communications or the non-defaulting
                Holder may suffer as a result of any breach or continuation thereof.
                In
                the event of default hereunder, the non-defaulting parties shall
                be
                entitled to recover reasonable attorney's fees incurred in the enforcement
                of this Agreement.

            


    

    


    
      	7.  	
              This
                Agreement sets forth the entire understanding of the parties hereto
                with
                respect to the subject matter hereof.


            


    

    


    
      	8.  	
              This
                Agreement shall be governed by and construed in accordance with the
                laws
                of the State of Texas applicable to contracts entered into and to
                be
                performed wholly within said State; and Secure Voice Communications
                and
                the Holder agree that any action based upon this Agreement may be
                brought
                in the United States and state courts of Harris County, Texas only,
                and
                each submits himself/herself/itself to the jurisdiction of such courts
                for
                all purposes hereunder.

            


    

    


    


    


    IN
      WITNESS WHEREOF,
      the
      undersigned have duly executed and delivered this Agreement as of the day and
      year first above written.

    


    


    


    


    Date:
      _________________, 2007   Secure
      Voice Communications, Inc.

    


    


    


    By:
      _______________________________________

    J.
      Leonard Ivins, Chief Executive Officer

    


     

    


    HOLDER

    


    


    


    By:
      _______________________________________

    


    Print
      name: _________________________________ 

    


    


    


    


    Number
      of
      Secure Voice Communications, Inc. Shares Subject to this Agreement:


    


    ___________________________