fonixs8121007ex4a.htm


    
      

      

    

    
      Exhibit
        4

      A
G
R
E
E
M
E
N
T

      


      This
        Agreement is made this
        4h
        day of December, 2007, by and between
        Thomas N. Mahoney, whose address is 11995 El Camino Real, Suite 301, San
        Diego,
        Calif., hereinafter referred to as the "Consultant",
        and  Fonix Corporation, a
        Delaware corporation, whose principal place of business is located at 9350
        South
        150 East Suite 700, Sandy, UT 84070 , hereinafter referred to as "Company"
        or “Fonix.”

      


      W
        I T N E
        S E T H:

      


      WHEREAS,
        the Company desires to engage the
        services of the Consultant to perform for the Company consulting services
        as an
        independent contractor and not as an employee; and

      


      WHEREAS,
        Consultant desires to consult with the
        Board of Directors, the officers of the Company, and the administrative staff,
        and to undertake for the Company consultation as to the direction of certain
        functions of the Company as described herein.

      


      NOW,
        THEREFORE, it is
        agreed as follows:

      


      1.
Term.
        The respective duties and obligations
        of the contracting parties shall be for a period of four (4) months commencing
        on the 4th
        day of December, 2007, and may be
        terminated by either party after giving thirty (30) days' written notice
        to the
        other party at the addresses stated above or at an address chosen subsequent
        to
        the execution of this Agreement and duly communicated to the party giving
        notice.

      


      2.
Consultations.
        Consultant shall be available to
        consult with the Board of Directors, the officers of the Company, and the
        heads
        of the administrative staff, at reasonable times, concerning matters pertaining
        to the organization of the administrative staff, the fiscal policies of the
        Company, the relationship of the Company with its employees or with any
        organization representing its employees, and, in general, the important problems
        of concern in the business affairs of the Company. Consultant shall not
        represent the Company, its Board of Directors, its officers or any other
        members
        of the Company in any transactions or communications nor shall Consultant
        make
        claim to do so.

      


      3.
 Independent
        Contractor.  Consultant acknowledges that Consultant’s
        retention does not confer upon Consultant any ownership interest in or personal
        claim upon any license, right or product of the Company, nor does this Agreement
        confer any employment right on Consultant.  Consultant agrees that in
        performing his duties under this Agreement, he shall be operating as an
        independent contractor as that term is defined in United States Treasury
        Department regulations and United States Internal Revenue Service rulings
        and
        interpretations.  Nothing contained herein shall in any way constitute
        any association, partnership, employer/employee relationship, or joint venture
        between the parties hereto, or be construed to be evidence of the intention
        of
        the parties to establish any such relationship.  Neither party shall
        have any right, power or authority to make any representation nor to assume
        or
        create any obligation, whether express or implied, on behalf of the other,
        or to
        bind the other party in any manner whatsoever.  Both of the parties
        agree, respectively, that they shall not hold themselves out in any manner
        that
        would be contrary to the terms of this Section 3.

      


      4.  Confidentiality
        and Non-Disclosure.  Consultant acknowledges that in
        performance of services under this Agreement, he may acquire confidential
        information concerning Fonix technology, know-how, product development and
        marketing plans, business concepts, financial matters and other information
        which are valuable, special and unique assets of Fonix (herein
“Information”).  Consultant will not, during or after the term
        of this Agreement, disclose any Information, no matter how acquired, to any
        person or entity for any reason or purpose outside of Consultant’s usual
        business activities as defined hereunder, and will not in any manner directly
        or
        indirectly aid or be a party to any acts, the effects of which would tend
        to
        divert, diminish or prejudice the technology, good will, business or business
        opportunities of Fonix.  In the event of a threatened breach of
        Consultant of the provisions of this paragraph, Fonix shall be entitled to
        an
        injunction restraining Consultant from disclosing any such information or
        from
        rendering any services to any person or entity to whom any such information
        has
        been disclosed or threatened to be disclosed.  Nothing herein shall be
        construed as prohibiting Fonix from pursuing any other remedies available
        to
        Fonix for actual breach of the provision of this paragraph, including the
        recovery of damages from Consultant.

      



      
        
           

        

        
           

          
            

          

        

        
           

        

      


      (a)           In
        exchange for Fonix executing this Agreement and agreeing to the retention
        of
        Consultant’s services by Fonix, Consultant does hereby enter into the covenant
        of confidentiality set forth in this Section 4 (the “Confidentiality
        Covenant”) and acknowledges the adequacy of the consideration to support the
        Confidentiality Covenant.

      


      (b)           The
        Confidentiality Covenant shall survive the expiration or termination of this
        Agreement.

      


      5.
Liability.
        With regard to the services to be
        performed by the Consultant pursuant to the terms of this agreement, the
        Consultant shall not be liable to the Company, or to anyone who may claim
        any
        right due to any relationship with the Corporation, for any acts or omissions
        in
        the performance of services on the part of the Consultant or on the part
        of the
        agents or employees of the Consultant, except when said acts or omissions
        of the
        Consultant are due to willful misconduct or gross negligence. The Company
        shall
        hold the Consultant free and harmless from any obligations, costs, claims,
        judgments, attorneys' fees, and attachments arising from or growing out of
        the
        services rendered to the Company pursuant to the terms of this agreement
        or in
        any way connected with the rendering of services, except when the same shall
        arise due to the willful misconduct or gross negligence of the Consultant
        and
        the Consultant is adjudged to be guilty of willful misconduct or gross
        negligence by a court of competent jurisdiction.

      


      6.  Indemnification.  Consultant
        will indemnify and hold harmless Fonix and its directors, officers, and each
        person, if any, who controls Fonix within the meaning of the Securities Act,
        of
        1933 (the “Act”), as amended, from and against any and all losses,
        claims, damages, expenses, liabilities or actions to which any of them may
        become subject under applicable law (including, without limitation, the Act)
        and
        will reimburse them or any legal or other expenses incurred by them in
        connection with investigating or defending any claims or actions, whether
        or not
        resulting in liability, insofar as such losses, claims, damages, expenses,
        liabilities or actions arise out of or are based upon Consultant’s willful
        misconduct or gross negligence.  The indemnification agreement
        contained in this paragraph shall remain in full force or effect, regardless
        of
        any investigation made by or on behalf of Consultant, and shall survive the
        consummation of the transactions contemplated by and termination of this
        Agreement.

      


      7.
Compensation.
        The Consultant shall receive from the
        Company for the performance of the services rendered to the Company pursuant
        to
        the terms of the agreement two hundred
        million
        shares of free
        trading FNIX stock (the “Compensation Shares”).
        These terms are more thoroughly
        referenced in Schedule A-1, attached herein to this
        document.  Any offer or issuance of the Compensation Shares
        under this Agreement shall be subject to the filing and effectiveness, at
        or
        prior to the time this Agreement is executed by Fonix, of a registration
        statement under the Act on Form S-8, covering the Compensation
        Shares.

      


      8.  Representations
        and Warranties.  Consultant hereby makes the following
        representations and warranties to and in favor of the Company;

      


      (a)           Consultant
        is an "Accredited Investor" as defined in Regulation D under the
        Act.

      


      (b)           Consultant
        confirms that all
        documentation regarding the Company requested by Consultant have been made
        available by the Company for inspection and copying and that Consultant has
        been
        supplied with all additional information that has been
        required.

      


      (c)           
        Consultant has such knowledge and experience in finance, securities, investments
        and other business matters so as to be able to protect his interests in
        connection with this transaction, and his investment in the Company hereunder
        is
        not material when compared to his total financial capacity.

      



      
        
           

        

        
           

          
            

          

        

        
           

        

      


      (d)           Consultant
        will acquire the Compensation Shares for investment and not with a view to
        the
        sale or distribution thereof.

       

      (e)           Consultant
        acknowledges that the representations, warranties and agreements made by
        him
        herein shall survive the execution and delivery of this Agreement and the
        performance of services hereunder.

      


      9.
Arbitration.
        Any controversy or claim arising out of
        or relating to this contract, or the breach thereof, shall be settled by
        arbitration in accordance of the rules of the American Arbitration Association,
        and judgment upon the award rendered by the arbitrator(s) shall be entered
        in
        any court having jurisdiction thereof. For that purpose, the parties hereto
        consent to the jurisdiction and venue of an appropriate court located in
        County
        of San Diego, State of California. In the event that litigation results from
        or
        arises out of this Agreement or the performance thereof, the parties agree
        to
        reimburse the prevailing party's reasonable attorney's fees, court costs,
        and
        all other expenses, whether or not taxable by the court as costs, in addition
        to
        any other relief to which the prevailing party may be entitled. In such event,
        no action shall be entertained by said court or any court of competent
        jurisdiction if filed more than one year subsequent to the date the cause(s)
        of
        action actually accrued regardless of whether damages were otherwise as of
        said
        time calculable.

      


      10.  Assignment.  The
        Consultant’s rights and duties pursuant to this Agreement are not assignable
        without the express written agreement of Fonix, which may be withheld for
        any
        reason or no reason.  Fonix may assign any of its rights or
        obligations hereunder.

      


      11.  Governing
        Law.  This Agreement shall be governed by and construed in
        accordance with the laws of the State of Delaware of the United States of
        America.

      


      12.  Amendment.  This
        Agreement may be amended only by the written consent of the
        parties.

      


      13.  Waiver.  No
        waiver of any breach or default of this Agreement by either party hereto
        shall
        be considered to be a waiver of any other breach of default of this
        Agreement.

      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      


      



      
        
           

        

        
           

          
            

          

        

        
           

        

      


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

      


      


      


      


      


      


      
        	
                THOMAS
                  N. MAHONEY - CONSULTANT

              
	 	 	 
	 	 	 
	
                By:

              	
                /s/
                  Thomas N.
                  Mahoney                                
                  

              	
                Date:    
                  11/26/2007     
                  

              
	 	
                Thomas
                  N. Mahoney,

              	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	
                Fonix
                  Corp.

              
	 	 	 
	 	 	 
	
                By:

              	
                /s/
                  Roger D.
                  Dudley                                       
                  

              	
                Date:
                  ______________

              
	 	
                Roger
                  D. Dudley,

              	 
	 	
                Chief
                  Financial Officer

              	 


      

      


      


      


      


      


      


      ____________________________________________

      END

      


      


      


      


      


      


      


      


      


      


      


      



      
        
           

        

        
           

          
            

          

        

        
           

        

      


      SCHEDULE
        A-1

      


      


      


      


      For
        the
        services to be rendered and performed by Thomas N. Mahoney, Consultant, during
        the term of this Agreement, Fonix Corp. shall, upon acceptance of this
        Agreement, Pay to Consultant:

      


      Two
        hundred million (200,000,000) shares of free trading FNIX stock due upon
        the
        execution of the Agreement.

      


      


      


      
        


        
          	
                  THOMAS
                    N. MAHONEY - CONSULTANT

                
	 	 	 
	 	 	 
	
                  By:

                	
                  /s/
                    Thomas N.
                    Mahoney                                
                    

                	
                  
                    Date:    
                      11/26/2007     
                      

                  

                
	 	
                  Thomas
                    N. Mahoney,

                	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	
                  Fonix
                    Corp.

                
	 	 	 
	 	 	 
	
                  By:

                	
                  /s/
                    Roger D.
                    Dudley                                       
                    

                	
                  Date:
                    ______________

                
	 	
                  Roger
                    D. Dudley,

                	 
	 	
                  Chief
                    Financial Officer

                	 


        

         

      

      


      


      


      


      


      ____________________________________________

      END