Exhibit
            10.5

            

            FOUNDER’S
            EMPLOYMENT AGREEMENT

            

            THIS FOUNDER’S EMPLOYMENT
            AGREEMENT (this “Agreement”), effective as of this October 1, 2005, is
            entered into by and between Iptimize Incorporated, a Colorado corporation (the
            “Company”), and Clint Wilson, an individual
            (“Founder”).

            

            
            RECITALS

            

            
                    A.     Founder
            has participated in, and had been instrumental to, the formation and organization of
            the Company, contributing time, business knowledge, skill, and expertise.

            

            
                    B.     Recognizing
            that Founder’s continued employment with the Company is essential to its ongoing
            operations, growth, and success, the Company desires Founder to remain in the employ of
            the Company.

            

            
                    C.     The
            Company desires to retain the services and to continue to employ Founder upon the terms
            and conditions set forth herein, and Founder desires to continue in the employ of the
            Company and to provide services to the Company on the terms and conditions set forth
            herein.

            

            
            AGREEMENT

            

            NOW THEREFORE, in consideration
            of the covenants and obligations set forth in this Agreement, and other good and
            valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
            Company and Founder hereby agree as follows:

            

            
                1.            
            Employment.        The Company hereby employs
            Founder, and Founder accepts such employment and agrees to perform services for the
            Company upon the terms and conditions set forth in this Agreement.

            

            
                2.            
            Term.        Unless terminated at an earlier
            date in accordance with Section 8 of this Agreement, the term of Founder’s
            employment hereunder (the “Term”) shall commence on the effective date of
            this Agreement and shall end five (5) years from the effective date of this
            Agreement.

            

            
                3.  
                      Position and
            Duties.

            

            
                3.1.        
            Service with Company. During the term of this Agreement, Founder agrees to perform
            such reasonable employment duties as delegated to Founder, from time to time, by the
            board of directors of the Company (the “Board”). Founder shall have such
            title and authority, subject to the Company’s Articles of Incorporation and
            Bylaws, as may be granted by the Board.

            

            
                3.2.        
            Performance of Duties. Founder covenants and agrees to serve the Company faithfully
            and to the best of his ability and to devote his time, attention, and effort to the
            business and affairs of the Company during the term of this Agreement,
            provided however, that the covenants set forth in this Section 3.2 shall
            not be construed to prohibit Founder from devoting periods of time to (a) serving on
            the board of directors of the Company or such other boards or advisory boards as the
            founder shall determine in his interest, its subsidiaries, or other corporations, so
            long as such service would not otherwise be prohibited by Section 6 hereof, (b)
            engaging in charitable or community service activities, or (c) participating in
            professional organizations so long as organizational activities do not materially
            interfere with any of Founder’s duties or obligations under this
            Agreement.

            

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                4.            
            Compensation.

            

            
                4.1.        
            Base Salary. Commencing October 1, 2005, as annual compensation for all services to
            be rendered by Founder under this Agreement, before all customary payroll deductions,
            the Company shall pay to Founder an annual base salary of One Hundred Forty Four
            Thousand Dollars ($144,000), which salary shall be paid in installments on not less
            than a monthly basis in accordance with the Company’s normal payroll procedures
            and policies. The compensation payable to Founder during each subsequent year during
            the term of this Agreement shall be established by the Board, but in no event shall the
            salary for any subsequent year be less than the salary in effect for the prior
            year.

            

            
                4.2.        
            Incentive Compensation. In addition to the base salary described in Section 4.1
            above, Founder shall be eligible for an additional 50% performance compensation plan
            based on mutually agreed performance targets set by the Board of Directors (BOD);
            payable quarterly.

            

            
                4.3.        
            Participation in Benefit Plans. During the term of this Agreement, and to the
            extent that Founder’s age, position, or other factors qualify him for such fringe
            benefits, Founder shall be entitled to receive such medical and hospitalization
            insurance and other fringe benefits as are being provided, from time to time, such
            benefits are to be paid in full by the company on behalf of the founder.

            

            
                4.4.        
            Expenses.        The Company will pay or
            reimburse Founder for all reasonable and necessary out-of-pocket expenses incurred by
            him in the performance of his duties under this Agreement, subject to the presentment
            by Founder of appropriate invoices, bills, or receipts; in the course of his duties
            founder travels and entertains various business clients for the purposes of money
            raising, investment activities, mergers and acquisition activities and business
            development activities. Founder is entitled to such re-imbursement of expenses as he
            submits with credit card statement information and other supporting documentation as my
            be available of proof of expenses.

            

            
                5.            
            Confidential Information. Except as permitted or directed by the Company, during
            the term of this Agreement or at any time thereafter, Founder shall not divulge,
            furnish, or make accessible to anyone or use in any way (other than in the ordinary
            course of the business of the Company) any confidential or secret knowledge,
            information, or intellectual property of the Company which Founder has acquired or
            become acquainted with or will acquire or become acquainted with during the period of
            his employment by the Company, whether developed by himself or by others concerning any
            trade secrets, confidential or secret designs, processes, formulae, plans, devices or
            material (whether or not patented or patentable) directly or indirectly useful in any
            aspect of the business of the Company, any secret development or research work of the
            Company, or any other confidential or proprietary information of the Company (the
            “Confidential Information”). Founder acknowledges that the Confidential
            Information constitutes a unique and valuable asset of the Company and represents a
            substantial investment of time and expense by the Company, and that disclosure or other
            use of such Confidential Information other than for the sole benefit of the Company
            would cause irreparable harm to the Company. Both during and after the term of this
            Agreement, Founder will completely refrain from any acts or omissions that would reduce
            the value of such Confidential Information to the Company. The foregoing obligations of
            confidentiality, however, shall not apply to any knowledge or information which is now
            published or which subsequently becomes generally publicly known other than by a direct
            or indirect result of the breach of this Agreement by Founder.

            

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                6.            
            Non-competition Covenant.

            

            
                6.1.               
            Covenant Not to Compete. Founder agrees that during the term of this Agreement, and
            for a period of one (1) years from and after the date of the termination or expiration
            of this Agreement, Founder shall not, directly or indirectly, engage in competition
            with the Company in the research, commercial application, development, or
            implementation of wireless broadband or wireless internet delivery services in any
            manner or capacity (e.g., as an advisor, principal, agent, consultant, independent
            contractor, partner, officer, director, control person, stockholder, employee, member
            of any association, or otherwise).

            

            
                6.2.               
            Geographic Extent of Covenant. The obligations of Founder under Section 6.1 of this
            Agreement shall apply to any geographic area in which the Company: (a) has engaged in
            business during the term of this Agreement through conducting research, production,
            promotional, sales, marketing, or other business activity, or (b) has established any
            customer or supplier relationships, goodwill, or business reputation.

            

            
                6.3.               
            Limitations on Covenant. The following shall not constitute a breach of this
            Section 6:

            

            
                6.3.1.               Ownership
            by Founder, as a passive investment, of 5% or less of the outstanding shares of capital
            stock of any corporation listed on a national securities exchange or publicly trades in
            the over-the-counter market; or

            

            
                6.3.2.               Founder’s
            engaging in any business activities other than the research, development, commercial
            application, or implementation of wireless broadband or wireless internet delivery
            services.

            

            
                6.4.               
            Indirect Competition. Founder further agrees that, during the term of this
            Agreement, he will not, directly or indirectly, assist or encourage any other person or
            entity in carrying out any activity that would be prohibited by the above provisions of
            this Section 6 if such action were to be carried out by Founder, either directly or
            indirectly; and, in particular, Founder agrees that he will not, directly or
            indirectly, induce any employee of the Company to carry out any such
            activity.

            

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                6.5.        
            No Interference; No solicitation. Consistent with the provisions of Section 6 of
            this Agreement, Founder shall not take any action to interfere with the relationships
            between the Company and its respective customers and suppliers. Therefore, during the
            one (1) year period following the termination or expiration of this Agreement, Founder
            shall not directly or indirectly through any person or entity (a) induce or attempt to
            induce any employee of the Company, or any subsidiary or affiliate to leave the employ
            of the Company or such subsidiary or affiliate; (b) hire any person who was an employee
            of the Company or its subsidiaries or affiliates at any time during the one (1) year
            period prior to such hiring, or (c) induce or attempt to induce any customer, supplier,
            licensee, or other business relation of the Company or its subsidiaries or affiliates
            to withdraw, curtail, or cease doing business with the Company or its subsidiaries or
            affiliates.

            

            
                7.            
            Intellectual Property.

            

            
                7.1.        
            Disclosure and Assignment. Founder has disclosed, and will promptly disclose in
            writing to the Company complete information concerning each and every invention,
            discovery, improvement, device, design, apparatus, practice, process, method, or
            product, whether or not patentable, made developed, perfected, devised, conceived or
            first reduce to practice by Founder, either solely or in collaboration with others,
            prior to or during the term of this Agreement, whether or not during regular working
            hours, relating either directly or indirectly to the business, products, practices, or
            techniques of the Company (the “Developments”). Founder, to the extent that
            he has the legal right to do so, hereby acknowledges that any and all of said
            Developments are the property of the Company and hereby assigns and agrees to assign to
            the Company any and all of Founder’s right, title, and interest in and to any and
            all such Developments.

            

            
                7.2.        
            Future Developments. As to any future Developments made by Founder which relate to
            the business, products, or practices of the Company that are first conceived or reduced
            to practice during the term of this Agreement but which are claimed for any reason to
            belong to an entity or person other than the Company, Founder will promptly disclose
            the same in writing to the Company and shall not disclose the same to others if the
            Company, within twenty (20) days thereafter, shall claim ownership of such Developments
            under the terms of this Agreement.

            

            
                7.3.        
            Limitation on Intellectual Property Restrictions. The provisions of Section 7 of
            this Agreement shall not apply to any Developments meeting the following
            conditions:

            

            
                7.3.1.        such
            Development is developed entirely on Founder’s own time and is not related to the
            research, development, commercial application, or implementation of wireless broadband
            or wireless internet delivery services;

            

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                7.3.2.        such
            Development was made without the use of any material Company equipment, supplies,
            facilities, or Confidential Information, and

            

            
                7.3.3.        such
            Development does not relate (a) directly to the business of the Company or (b) to the
            Company’s actual or demonstrably planned, budgeted, and funded research or
            development, and

            

            
                7.3.4.        such
            Development does not result form any work performed by Founder for the
            Company.

            

            
                7.4.        
            Further Assurance. Upon request and without further compensation therefor, but at
            no expense to Founder, and whether during the term of this Agreement or thereafter,
            Founder will do all lawful acts, including but not limited to, the execution of papers
            and lawful oaths, and the giving of testimony, that in the opinion of the Company, its
            successors and assigns, may be necessary or desirable in obtaining, sustaining,
            reissuing, extending and enforcing United States and foreign patents, including, but
            not limited to, design patents, on any and all such Developments, and for perfecting,
            affirming and recording the Company’s complete ownership and title thereto, and
            to cooperate otherwise in all proceedings and matters relating thereto.

            

            
                7.5.        
            Records.        Founder will keep complete,
            accurate, and authentic accounts, notes, data and records of all Developments in the
            manner and form requested by the Company. Such accounts, notes, data, and records shall
            be the property of the Company and upon the Company’s request; Founder will
            promptly surrender the same to the Company, and all copies thereof, upon the conclusion
            of his employment.

            

            
                8.            
            Termination.

            

            
                8.1.        
            Grounds for Termination. The Company shall have no right to terminate Founder, or
            otherwise cease to employ Founder under the terms of this Agreement, prior to the
            expiration of its Term, or any extension thereof, unless one or more of the
            following occur:

            

            
                8.1.1.        
            Founder dies;

            

            
                8.1.2.        Founder
            becomes Disabled (as defined below), so that, even with reasonable accommodation, he
            cannot perform the essential functions of his position, or

            

            
                8.1.3.        The
            Company terminates this Agreement for Cause (as defined below) and notifies Founder in
            writing of such termination for Cause.

            

            If this Agreement is terminated
            pursuant to subsections 8.1.1 or 8.1.2, such termination shall be effective
            immediately. If this Agreement is terminated pursuant to subsection 8.1.3 of this
            Agreement, such termination shall be effective thirty (30) days after the delivery of
            the notice of termination. Termination of Founder prior to the expiration of this
            Agreement for any reason other than pursuant to subsections 8.1.1, 8.1.2, or 8.1.3,
            shall be deemed a “Termination without Cause.”

            

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                8.2.        
            Cause.        For the purposes this Section 8 of
            the Agreement “Cause” shall be defined only as follows:

            

            
                8.2.1.        Founder
            has breached the provisions of Sections 3, 5, 6, or 7 of this Agreement in any material
            respect; or

            

            
                8.2.2.        Founder
            has committed fraud, misappropriation, or embezzlement in connection with the
            Company’s business;

            

            
                8.2.3.        Founder
            has engaged in willful and material misconduct, including willful and material failure
            to perform Founder’s duties as an employee of the Company and has failed to
            “cure” such willful and material misconduct within (a) thirty (30) days
            after delivery by the Company of written notice of such willful and material
            misconduct, or (b) five (5) business days after personal delivery by the Company, and
            actual receipt by Founder, of written notice of such willful and material
            misconduct;

            

            
                8.2.4.        Founder
            has voluntarily resigned without just cause, for a reason other than the
            Company’s material breach of this Agreement;

            

            
                8.3.        
            Termination for Cause. In the event the Company terminates Founder’s
            employment for Cause, pursuant to this Section 8, Founder shall have twenty (20) days
            after receipt of notice of such termination for Cause to object in writing to the
            Company’s determination that there exists Cause for termination. If Founder fails
            to object to any such determination of Cause in writing within such twenty (20) day
            period, he shall be deemed to have waived his right to object to the Company’s
            determination that Cause exists.

            

            
                8.4.        
            Effect of Termination. Upon the lawful termination or expiration of this Agreement,
            Founder, in consideration of his employment hereunder, shall remain bound by the
            provisions of this Agreement which by their terms survive the expiration or termination
            of this Agreement for the period’s time explicitly set forth in such
            sections.

            

            
                8.5.        
            Disability.        As used in this Agreement,
            the term “Disability” or “Disabled” means any mental or
            physical condition which renders Founder unable to perform the essential functions of
            his position, with or without reasonable accommodation, for a period in excess of one
            hundred twenty (120) consecutive days or more than one hundred eighty (180) days during
            any three hundred sixty five (365) day period.

            

            
                8.6.        
            Surrender of Property. Upon termination of his employment with the Company,
            Employee shall deliver promptly to the Company all records, manuals, books, blank
            forms, documents, letters, memoranda, notes, notebooks, reports, data, tables,
            calculations, or copies thereof, which are the property of the Company or which relate
            in any way to the business, products, practices, or techniques of the Company, and all
            other property, trade secrets, Confidential Information, Developments, or other
            intellectual property of the Company, including but not limited to, all documents that
            in whole or in part contain any intellectual property, trade secrets, Confidential
            Information, or Developments of the Company, which are in Founder’s possession or
            control, and all copies thereof.

            

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                8.7.         
            Wage Continuation. If Founder’s employment by the Company is terminated by
            the Company pursuant to subsection 8.1.2 of this Agreement, the Company shall continue
            to pay to Founder his base salary (less any payments received by Founder from any
            disability income insurance policy provided to him under any benefit program of the
            Company) and shall continue to provide health and medical insurance benefits to Founder
            under any benefit program of the Company through the earlier to occur of (a) the
            remaining term of Founder’s employment pursuant to this Agreement or (b) twelve
            (12) months from the termination of Founder’s employment pursuant to subsection
            8.1.2 of this Agreement. If Founder’s employment by the Company is terminated
            pursuant to subsection 8.1.1 of this Agreement, the Company shall continue to provided
            health and medical benefits to the Founder’s dependents (if such dependents were
            covered by the Company’s health and medical benefits plan immediately prior to
            Founder’s death and termination pursuant subsection 8.1.1) for the longer of (a)
            the remaining term of Founder’s employment pursuant to this Agreement or (b)
            twelve (12) months from the termination of Founder’s employment pursuant to
            subsection 8.1.1. If this Agreement is terminated pursuant to subsection 8.1.3, all of
            Founder’s right to compensation under this Agreement shall immediately terminate
            except as otherwise required by applicable law.

            

            
                8.8.         
            Termination Without Cause. In the event Company terminates Founder without cause,
            Company shall:

            

                 8.8.1.
                   immediately pay to Founder the base salary
            for (24) months;

            

            
                8.8.2.        shall
            continue to provide health and medical insurance benefits to Founder under any benefit
            program of the Company through the earlier to occur of (a) the unexpired term of this
            Agreement plus twelve (12) months or (b) the enrollment of Founder, at Founder’s
            election, into a separate health and medical insurance benefit program;

            

            
                8.8.3.        the
            obligations of Founder to the Company under Sections 5, 7, and 8.6 shall cease and be
            inapplicable to Founder, and Founder shall not be bound by the obligations set forth in
            such Sections of this Agreement;

            

            
                8.8.4.        A
            sale, exchange, or transfer of a substantial or material portion of the assets of the
            Company, or a sale of a control of the Company as defined in Rule 405 under the
            Securities Act of 1933, as amended, shall constitute, at the sole discretion of
            Founder, a Termination without cause under the terms of this Agreement, and shall
            entitle Founder to all of the express contractual remedies set forth in this subsection
            8.8; and

            

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                8.8.5.        The
            express contractual remedies set forth above in this subsection 8.8 are in addition to
            all other remedies that may be available to Founder at law or in equity.

            

            
                9.            
            Resolution of Certain Claims — Injunctive Relief. Founder agrees and
            acknowledges that, in addition to, but not to the exclusion of any other available
            remedy, the Company shall have the right to enforce the provisions of Sections 5, 6, 7,
            and 8.6 of this Agreement by applying for and obtaining temporary or permanent
            restraining orders or injunctive relief from a court of competent jurisdiction without
            the necessity of filing a bond therefor.

            

            
                10.           
            Miscellaneous.

            

            
                10.1.        
            Capitalized Terms. Capitalized terms shall have the meanings set forth
            herein.

            

            
                10.2.        
            Integration.        This Agreement contains the
            entire agreement of the parties relating to the employment of Founder by the Company
            and the terms and conditions thereof, and supersedes all prior agreements and
            understandings with respect to such matters; the parties hereto acknowledge and agree
            that they have made no agreements, representations, or warranties relating to the
            subject matter of this Agreement that are not set forth herein.

            

            
                10.3.        
            Severability.        To the extent any provision
            of this Agreement shall be invalid or unenforceable, it shall be considered deleted
            here from and the remainder of such provision and the remainder of this Agreement shall
            be unaffected and shall continue in full force and effect.
            Provided however, should the duration, geographical extent of, or
            business activity constrained by any limitation or restriction set forth in this
            Agreement be in excess of that which is valid and enforceable under applicable law,
            then such limitation or restriction shall be construed to cover only the maximum
            duration or extent, or those activities which may be lawfully, validly and enforce ably
            limited or restricted by this Agreement, and the parties hereto expressly authorize a
            court of competent jurisdiction to reform those sections of this Agreement necessary to
            obtain such result.

            

            
                10.4.        
            Governing Law; Venue. This Agreement is made under and shall be construed in
            accordance with the laws of the State of Colorado. Any action at law or in equity
            arising directly or indirectly in connection with or related to this Agreement or any
            provisions hereof, shall be litigated only in the state or federal courts of or located
            in Colorado, in the city and county of Denver. The parties hereto waive any right such
            party may otherwise have to transfer or change the venue of any litigation brought or
            arising in connection with this Agreement.

            

            
                10.5.        
            Amendments.        No amendment or modification
            of this Agreement shall be deemed effective unless made in writing and signed by the
            parties hereto.

            

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                10.6.        
            No Waiver. The waiver by any party to this Agreement of any breach, or the failure
            of any party to enforce any of the terms and conditions of this Agreement at any time
            shall not in any way affect, limit, or waive that party’s rights thereafter to
            enforce and/or compel strict compliance by the breaching party with any term or
            condition of this Agreement.

            

            
                10.7.        
            Assignment.        This Agreement shall not be
            assignable, in whole or in part, by any of the parties hereto without the written
            consent of the other party, except that the Company may assign its rights and
            obligations under this Agreement to any corporation, firm, or other business entity
            with or into which the Company may merger or consolidate, or to which the Company may
            sell or transfer all or substantially all of its assets. After such assignment by the
            Company, the Company shall be discharge from all further liability hereunder and such
            assignee shall thereafter be deemed to be the Company for the purposes of all
            provisions of this Agreement including this Section 10.7.

            

            
                10.8.        
            Notices.        Any notice required or permitted
            to be given by a party hereto shall be deemed validly given if personally delivered,
            mailed via first class mail, postage prepaid, or sent via overnight courier that
            insures next day delivery, such as Federal Express, and addressed as
            follows:

            

            If to Founder:

            

            Clint Wilson

            

            5197 E. Nichols Lane 

            Centennial, CO  80122

            

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            If to Company:

            

            IPtimize, Inc.

            4949 S. Syracuse St. Suite 450

            Denver, CO 80237

            

            Provided however, a party hereto
            may from time to time notify the other party, in writing, of a new address to which
            notices to that party shall thereafter be given until further notice. Any notice given
            in accordance with this Section 10.8, shall be deemed effective, whether or not
            received, when delivered if personally delivered, five (5) days after deposit with the
            U.S. postal service if mailed, and one (1) day after deposit with an overnight courier
            for next day delivery.

            

            
                10.9.        
            Counterparts.        This Agreement may be
            executed in one or more counterparts, each of which shall be deemed an original and all
            of which, when taken together, shall constitute one entire instrument and
            agreement.

            

            
                10.10.        
            Captions and Headings. The captions and Section headings used in the Agreement are
            for convenience and reference only, and shall not affect the construction or
            interpretation of this Agreement or any of the provisions hereof.

            

            
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            IN WITNESS WHEREOF, Founder and
            the Company have executed this Agreement effective as of the day and year first set
            forth above.


            	
                    	
                    
	
                    	
"Founder"

 

/s/ Clint Wilson

Clint Wilson

 

"Company"

 

 

IPtimize, Inc. a Colorado Corporation

 

 

By: /s/ John R. Evans



Name:  John R. Evans

Title: Chairman & CEO

 

 

Acknowledged:

 

/s/ Chris Reim

Chris Reim, Secretary  


            

            

            

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