Exhibit 10.7 



AGREEMENT
FOR SETTLEMENT OF CLAIMS AND ENTRY OF JUDGMENT 


            This
Settlement Agreement is made by and between Toshiba America Information Systems,
Inc., a California corporation (“Plaintiff”) and IPtimize, Inc., a Minnesota
corporation and IPtimize Operations, Inc., a Minnesota corporation
(collectively “Defendants”), all of whom shall be at times herein collectively
referred to as “the Settling Parties.”


RECITALS


A.        Defendant
IPtimize, Inc. executed a promissory note (“Note 2”) on December 16, 2005,
whereby it agreed to pay a principal amount of $129,888.25 and an interest
amount of $10,669.46, for a total payment of $140,557.71, in monthly
installment payments in amounts set forth in Note 2. A copy of Note 2 is
attached hereto as Exhibit A.


B.        Defendant
IPtimize, Inc. repeatedly failed to make payments when due under Note 2. Currently, not including pre-judgment
interest and attorneys’ fees and costs, the amount of $118,557.71 is due and
owing under Note 2.


C.        On
December 13, 2006, Plaintiff filed an action against Defendants in the District
Court, County of Denver, State of Colorado, entitled Toshiba America
Information Systems, Inc. v. IPtimize, Inc. and IPtimize Operations, Inc.,
Case No. 06CV12797 (“The Civil Action”). In the Civil Action, Plaintiff alleged
that Defendant IPtimize, Inc. breached Note 2 and that Defendant IPtimize Operations, Inc., was jointly and severally
liable under the promissory note as an alter-ego to Defendant IPtimize, Inc.


D.        The
Settling Parties have agreed that Defendants will execute a stipulation to
entry of judgment against them and in favor of Plaintiff for the full relief
requested by Plaintiff in the Civil Action. The Settling Parties have further
agreed that Plaintiff will not enforce this judgment unless Defendants fail to
make the settlement payments as set forth below.


AGREEMENT


            In
consideration of the foregoing recitals and the mutual promises and covenants
set forth herein and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the settling parties hereby
contract, covenant and agree as follows:


            1.          Payment.
Defendants agree to pay Plaintiff an initial payment of fifteen thousand
dollars ($15,000) on July 10, 2007. Thereafter, Defendants agree to pay
Plaintiff equal monthly payments of five thousand dollars ($5,000) plus ten
percent interest (for a total of five thousand two hundred seventy-four dollars
and ninety-five cents ($5,274.95) per month) commencing on August 10, 2007 for
twelve consecutive months. Payments are due on the tenth day of the month. The
payment schedule is set forth hereafter as Exhibit B. All payments
required by this Paragraph shall be made by either (i) cashiers check or
certified check payable to Toshiba America Information Systems, Inc. and sent
to Toshiba America Information Systems, Inc., 9740 Irvine Blvd., Irvine, CA 92618,
Attn: Jeff Stavro, Director of Credit, or (ii) by wire transfer, per wiring
instructions Plaintiff shall provide to Defendants.







            2.          Stipulation
to Entry of Judgment. Defendants agree to sign and execute a Stipulation to
Entry of Judgment (the “Stipulation”) in the Civil Action for Plaintiff’s full
claimed damages in The Civil Action, including attorneys’ fees, costs, and
interest, in the form attached as Exhibit C. Plaintiff is authorized to
file the Stipulation in the Civil Action upon execution of this Settlement
Agreement by Defendants.


            3.          Enforcement
of Judgment. Plaintiff agrees and covenants that it will not enforce the
Stipulation unless and until Defendants breach the terms of this Agreement set
forth in Paragraph 1 above, and after ten (10) days written notice from
Plaintiff to Defendants that a breach has occurred. Written notice shall be
sent to Richard G. Olona, Esq., Olona & Associates, PC, 7472 South Shaffer
Lane, Suite 130, Littleton, CO 80127. If the breach is cured by Defendants
within ten (10) days of receiving the written notice, Plaintiff shall not
enforce the Stipulation.


            4.          Satisfaction
of Judgment. If Defendants fully perform as set forth in Paragraph 1 above,
within ten (10) days of the date of final payment as set forth in Exhibit B, Plaintiff shall file
a satisfaction a judgment with the Court, based upon Exhibit D, attached hereto.


            5.          Release.
Subject to the other terms, provisions, and conditions of this Agreement,
Defendants, for themselves and their past, present and future agents,
successors, heirs, representatives and assigns, hereby release and forever
discharges Plaintiff and all of its affiliated and related companies and
corporations and its past, present and future officers, directors,
stockholders, affiliates, partners, agents, servants, representatives,
attorneys, employees, predecessors, successors, subrogees, assigns and insurers
of and from any and all liability, rights, claims, demands, damages, costs,
expenses, actions, causes of action, suits of liability and controversies of
every kind and description whatsoever on account of and in any manner arising
out of Note 2 and all other prior agreements between the parties, as well as
any other claims asserted or which could have been asserted by any of the
Settling Parties in the Civil Action, whether known or unknown, accrued or
unaccrued. Subject to the other terms, provisions, and conditions of this
Agreement, Plaintiff, for itself and its past, present and future agents,
successors, heirs, representatives and assigns, hereby release and forever
discharges Defendants and all of their affiliated and related companies and
corporations and their past, present and future officers, directors, stockholders,
affiliates, partners, agents, servants, representatives, attorneys, employees,
predecessors, successors, subrogees, assigns and insurers of and from any and
all liability, rights, claims, demands, damages, costs, expenses, actions,
causes of action, suits of liability and controversies of every kind and
description whatsoever on account of and in any manner arising out of Note 2.


            6.          Remedies.
Nothing set forth in this Agreement shall be construed to prohibit or limit the
Parties’ rights to seek full relief for any claims between the Parties as they
exist after the date of this Agreement.


            7.          Authority
to Execute. Each Party signing this Agreement represents and warrants that
such signatory has the full and complete power, authority and capacity to
execute and deliver this Agreement, that all formalities necessary to authorize
execution of this Agreement so as to bind the corporation have been undertaken.







            8.          Successors
and Assigns. This Agreement is binding upon and will inure to the benefit
of each of the Parties hereto as well as each Party’s representatives, agents,
officers, directors, employees, heirs, devisees, legal representatives,
successors, assigns and affiliates.


            9.          Warranties.
Except as expressly set forth in this Settlement Agreement, the Settling
Parties have not made and do not make any other representations, warranties,
statements, promises or agreements to each other. Each of the Settling Parties
has been represented by their attorneys during the negotiation, execution, and
delivery of this Settlement Agreement.


            10.        Confidentiality.
The Settling Parties, including their employees, consultants, directors,
officers, and attorneys promise, covenant and agree to keep the terms of this
settlement agreement confidential, except to the extent necessary in seeking
services from professionals who receive information regarding this settlement
agreement in confidence, such as the parties’ tax advisors and attorneys, and the
Settling Parties may make statements required by law or court order.


            11.        Counterparts
and Facsimile Signatures. This Agreement may be executed in counterparts,
all of which will have full force and effect. Facsimile signatures will be
considered as originals and part of the Agreement.


            12.        Choice
of Law. This Settlement Agreement shall be governed by the substantive
provisions of the laws of the State of Colorado.


            13.        Effective
Date. The Agreement shall be effective and binding as of the date of the
Parties’ signatures.


	
 

	
 


	
 

	
IPTIMIZE INC. AND IPTIMIZE

  OPERATIONS, INC.


	
 

	
 


	
 

	



	
 

	



	
 

	
Clinton J. Wilson

  President








	
 

	
 

	
 


	
STATE OF COLORADO

	
 

	
)


	
 

	
 

	
) ss.


	
COUNTY OF Arapahoe

	
)





            The
foregoing instrument was acknowledged before me this 22 day of June, 2007 by Clinton J. Wilson.


	
 

	
 


	
            Witness
  my hand and official seal. 

	



	
            My
  commission expires: Nov 9, 2009


	
 


	
 











	
 

	
 

	
 


	
            Notary
 Public

	
 

	
 


	
 

	
 

	
 


	
 

	
 

	
TOSHIBA
 AMERICA INFORMATION SYSTEMS, INC.


	
 

	
 

	
 


	
 

	
 

	



	
 

	
 

	



	
 

	
 

	
By Jordan L. Lipp, Attorney-In-Fact for Toshiba
America Information Systems, Inc.


	
 

	
 

	
 


	
STATE OF COLORADO

	
)

	
 


	
 

	
) ss.

	
 


	
COUNTY OF Denver

	
)

	
 





            The
foregoing instrument was acknowledged before me this 23rd day of June, 2007, by
Jordan L. Lipp, Attorney-In-Fact for
Toshiba America Information Systems, Inc. 


	
 

	
 

	
 


	
 

	
   Witness my hand and official
 seal.

	
 


	
 

	
 

	
 


	
 

	
   My commission expires: 04/02/09

	



	
 

	
 


	
 

	
                 

                 Notary Public